NC General Statutes

N.C. Gen. Stat. § 59-403 (2026)

General powers and liabilities

✓ current as of July 2026

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(a) Except as provided in this Article or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions and liabilities of a partner in a partnership without limited partners.

(b) Except as provided in this Article, a general partner of a limited partnership that is not a limited liability limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners, and a general partner of a limited liability limited partnership has the liabilities of, and has the limitation on liability afforded to, a partner in a registered limited liability partnership under the North Carolina Uniform Partnership Act to persons other than the partnership and the other partners with respect to debts and obligations of the limited partnership incurred while it is a limited liability limited partnership. Except as provided in this Article or in the partnership agreement, a general partner of a limited partnership that is not a limited liability limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners, and a general partner of a limited liability limited partnership has the liabilities of, and has the limitation on liability afforded to, a partner in a registered limited liability partnership under the North Carolina Uniform Partnership Act to the partnership and to the other partners.

(c) Unless otherwise provided in the partnership agreement, a general partner of a limited partnership has the power and authority to delegate to one or more other persons the general partner's rights and powers to manage and control the business and affairs of the limited partnership, including to delegate to agents, officers, and employees of the general partner or the limited partnership, and to delegate by a management agreement or another agreement with, or otherwise to, other persons. Unless otherwise provided in the partnership agreement, a delegation by a general partner of a limited partnership shall not cause the general partner to cease to be a general partner of the limited partnership and shall not reduce or absolve the general partner of the general partner's duties or obligations to the limited partnership or its other partners. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1987, c. 531, s. 6; 2001-387, ss. 132, 133.)

Notes of Decisions

Cited in 5 cases (1 in the last 5 years), 1996–2025 · leading case: Gaskin v. Js Procter Co., LLC, 675 S.E.2d 115 (N.C. Ct. App. 2009).

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Gaskin v. Js Procter Co., LLC, 675 S.E.2d 115 (N.C. Ct. App. 2009). · cites it 2× “§ 59-39 (a) (2007) (emphasis added); see also N.C. Gen. Stat. § 59-403 (a) (2007) (“Except as provided in this Article or in the partnership agreement, a general partner of a limited partnership has the rights and powers .”

In Re Grandfather Mountain Ltd. P'ship, 207 B.R. 475 (Bankr. M.D.N.C. 1996). · cites it 2× “See N.C.Gen.Stat. § 59-403 (“a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other' than the partnership and the other partners”).”

Whitacre P'ship v. BioSignia, Inc., 574 S.E.2d 475 (N.C. Ct. App. 2002). · cites it 3× “” N.C.G.S. § 59-403(a) (2001). Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the…”

Qian v. Zheng, 2025 NCBC 46 (N.C. Bus. Ct. 2025). · cites it 3× “” (citing N.C.G.S. § 59-403)); N.C.G.S. § 59-51. Rather, Halifax contends that the Intervenors’ first claim for relief should be dismissed because (1) Intervenors’ breach of fiduciary duty claims are derivative in nature and Intervenors “cannot assert a demand and their vague,…”

Leiber v. Arboretum Jt. Venture, LLC, 2009 NCBC 16 (N.C. Bus. Ct. 2009). · cites it 2× “” N.C. Gen. Stat. § 59-403 (a) (2007). {76} While in certain situations a person dealing with an agent must know the extent of the agent’s authority, this is not the case when dealing with one who is a general agent, such as a general partner.”

— N.C. Gen. Stat. § 59-403(a) — 1 case

Whitacre P'ship v. BioSignia, Inc., 574 S.E.2d 475 (N.C. Ct. App. 2002). “” N.C.G.S. § 59-403(a) (2001). Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the…”

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