NC General Statutes

N.C. Gen. Stat. § 59-45 (2026)

Nature of partner's liability in ordinary partnerships and in registered limited liability partnerships

✓ current as of July 2026

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(a) Except as provided by subsections (a1) and (b) of this section, all partners are jointly and severally liable for the acts and obligations of the partnership.

(a1) Except as provided in subsection (b) of this section, a partner in a registered limited liability partnership is not individually liable, directly or indirectly, including by indemnification, contribution, assessment, or otherwise, for debts and obligations of the partnership incurred while it is a registered limited liability partnership solely by reason of being a partner and does not become liable by participating, in whatever capacity, in the management or control of the business of the partnership.

(b) Nothing in this Chapter alters the law in this State applicable to the professional relationship and liabilities between the individual furnishing the professional services and the person receiving the professional services, the standards of professional conduct applicable to the rendering of the services, or any responsibilities, obligations, or sanctions imposed under applicable licensing statutes. A partner in a registered limited liability partnership is not individually liable, directly or indirectly, including by indemnification, contribution, assessment, or otherwise, for the debts, obligations, and liabilities of, or chargeable to, the registered limited liability partnership that arise from errors, omissions, negligence, malpractice, incompetence, or malfeasance committed by another partner or by an employee, agent, or other representative of the partnership; however, nothing in this Chapter affects the liability of a partner of a professional registered limited liability partnership for his or her own errors, omissions, negligence, malpractice, incompetence, or malfeasance committed in the rendering of professional services.

(d) A partner in a registered limited liability partnership is not a proper party to proceedings by or against a limited liability partnership, except where the object of the proceeding is to enforce a partner's right against or liability to the limited liability partnership.

(e) The liability of partners of a registered limited liability partnership formed and existing under this Chapter is determined exclusively by this Chapter and the laws of this State.

(f) If a conflict arises between the laws of this State and the laws of any other jurisdiction with regard to the liability of a partner of a registered limited liability partnership formed and existing under this Chapter for the debts, obligations, and liabilities of the registered limited liability partnership, this Chapter and the laws of this State govern in determining the liability. (1941, c. 374, s. 15; 1953, c. 881; 1993, c. 354, s. 4; 1999-362, s. 5; 2022-64, s. 4(a).)

Notes of Decisions

Cited in 21 cases (5 in the last 5 years), 1959–2025 · leading case: Rifenburg Constr., Inc. v. Brier Creek Assocs. Ltd. P'ship, 586 S.E.2d 812 (N.C. Ct. App. 2003).

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Rifenburg Constr., Inc. v. Brier Creek Assocs. Ltd. P'ship, 586 S.E.2d 812 (N.C. Ct. App. 2003). · cites it 4× “N.C. Gen.Stat. § 59-45, Hardy & Newsome, Inc.”

Ron Medlin Constr. v. Harris, 704 S.E.2d 486 (N.C. 2010). · cites it 2× “§ 59-45(a) (2009). Unlike a corporation that acts through its officers and directors, who may or may not be shareholders, see id.”

Hines v. Arnold, 404 S.E.2d 179 (N.C. Ct. App. 1991). · cites it 3× “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 partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to…”

Post & Front Props., Ltd. v. Roanoke Constr. Co., 449 S.E.2d 765 (N.C. Ct. App. 1994). · cites it 6× “” N.C.G.S. § 59-45(a) (Supp. 1993); see N.C.”

Hinshaw v. Wright, 412 S.E.2d 138 (N.C. Ct. App. 1992). · cites it 3× “Under N.C.G.S. § 59-45 (1989), “[a]ll partners are jointly and severally liable for the acts and obligations of the partnership.”

Harrell Oil Co. of Mount Airy v. Case, 543 S.E.2d 522 (N.C. Ct. App. 2001). · cites it 3× “” N.C.G.S. § 59-45(a) (1999). It is well-established that “co-ownership and sharing of any actual profits are indispensable requisites for a partnership,” and that “[f]iling a partnership tax return is significant evidence of a partnership.”

Ludwig v. Walter, 331 S.E.2d 177 (N.C. Ct. App. 1985). · cites it 2× “N.C. Gen. Stat. § 59-45 (1982); N.C. Gen.”

NCNB Nat'l Bank of North Carolina v. O'Neill, 401 S.E.2d 858 (N.C. Ct. App. 1991). · cites it 2× “Each partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. N.C. Gen. Stat. § 59-55 (a).”

Stevens v. Nimocks, 346 S.E.2d 180 (N.C. Ct. App. 1986). “Plaintiff sued Taylor individually and served him with process only after the trial court dismissed his action as to defendant Nimocks.”

Brewer v. Elks, 133 S.E.2d 159 (N.C. 1963). “” G.S. 59-45. Hence the admission -of defendants Keel that they were general partners in the ¡business conducted under the name of Friendly Furniture Company, coupled with 'the testimony that Guaranty Bank & Trust Co.”

Econo-Travel Motor Hotel Corp. v. Taylor, 262 S.E.2d 869 (N.C. Ct. App. 1980). “With respect to obligations incurred by a general partnership, G.S. 59-45 provides that “[a]ll partners are jointly and severally liable for the acts and obligations of the partnership.”

George W. Kane, Inc. v. Bolin Creek West Assocs., 381 S.E.2d 832 (N.C. Ct. App. 1989). · cites it 2× “See also N.C. Gen. Stat. § 59-45 (Replacement 1982); N.”

Show all 21 citing cases →

— N.C. Gen. Stat. § 59-45(a) — 4 cases

Ron Medlin Constr. v. Harris, 704 S.E.2d 486 (N.C. 2010). “§ 59-45(a) (2009). Unlike a corporation that acts through its officers and directors, who may or may not be shareholders, see id.”

Harrell Oil Co. of Mount Airy v. Case, 543 S.E.2d 522 (N.C. Ct. App. 2001). “” N.C.G.S. § 59-45(a) (1999). It is well-established that “co-ownership and sharing of any actual profits are indispensable requisites for a partnership,” and that “[f]iling a partnership tax return is significant evidence of a partnership.”

Post & Front Props., Ltd. v. Roanoke Constr. Co., 449 S.E.2d 765 (N.C. Ct. App. 1994). “” N.C.G.S. § 59-45(a) (Supp. 1993); see N.C.”

Morris Int'l, Inc. v. Packer, 2021 NCBC 13 (N.C. Bus. Ct. 2021).

— N.C. Gen. Stat. § 59-45(a1) — 1 case

Potts v. Kel, LLC, 2021 NCBC 72 (N.C. Bus. Ct. 2021).

— N.C. Gen. Stat. § 59-45(b) — 1 case

Post & Front Props., Ltd. v. Roanoke Constr. Co., 449 S.E.2d 765 (N.C. Ct. App. 1994). “” N.C.G.S. § 59-45(a) (Supp. 1993); see N.C.”

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