The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:
(1) Each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and must contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to his share in the profits.
(2) The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property.
(3) A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute, shall be paid interest from the date of the payment or advance.
(4) A partner shall receive interest on the capital contributed by him only from the date when repayment should be made.
(5) All partners have equal rights in the management and conduct of the partnership business.
(6) No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs.
(7) No person can become a member of a partnership without the consent of all the partners.
(8) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners. (1941, c. 374, s. 18.)
Notes of Decisions
Cited in
10
cases (
2 in the last 5 years), 1959–2025 · leading case:
Jones v. Shoji, 444 S.E.2d 203 (N.C. 1994).
Jones v. Shoji, 444 S.E.2d 203 (N.C. 1994).
· cites it 5× “” N.C.G.S. § 59-48(2) (1989). This law applies as well to a joint venture.”
Jones v. Shoji, 428 S.E.2d 865 (N.C. Ct. App. 1993).
· cites it 2× “§ 59-48(2), the general rule regarding a partner’s right to indemnity is as follows: The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the…”
Cutter v. Vojnovic (N.C. 2025).
· cites it 16× “See N.C.G.S. § 59-48 (2023). Specifically, the NCUPA provides that, “subject to any agreement between them,” partners in a partnership “must contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to his share in the profits.”
Longley Supply Co. of New Bern, Inc. v. Styron, 214 S.E.2d 777 (N.C. Ct. App. 1975).
“59-66(a), the dissolution of a partnership does not of itself discharge the existing liability of any partner and absent an agreement under G.S. 59-48(1), each partner must contribute towards the losses sustained by the partnership according to his share of the profits.”
O'Neal v. Burley (N.C. Ct. App. 2023).
· cites it 6× “§ 59-48 (1), “[e]ach partner shall be repaid his contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and must contribute towards…”
Chesson v. Rives, 2013 NCBC 49 (N.C. Bus. Ct. 2013).
· cites it 2× “and Casey v. 2 A partner’s interest is his or her “share of the profits and surplus” of the partnership.”
Halsey v. Choate, 217 S.E.2d 740 (N.C. Ct. App. 1975).
“” G.S. 59-48(1) provides: “Rules Determining Rights and Duties of partners.”
Gillespie v. Majestic Transp., Inc., 2016 NCBC 67 (N.C. Bus. Ct. 2016).
· cites it 2× “Furthermore, Gillespie, as a general partner, has equal rights in the management and conduct of the partnership business that a limited partner generally does not possess (absent authority expressly granted by a partnership agreement).”
Nat'l Biscuit Co. v. Stroud, 106 S.E.2d 692 (N.C. 1959).
· cites it 2× “” G.S. 59-48 is captioned RULES DETERMINING RIGHTS AND DUTIES OF PARTNERS.”
— N.C. Gen. Stat. § 59-48(1) — 3 cases
Cutter v. Vojnovic (N.C. 2025).
“See N.C.G.S. § 59-48 (2023). Specifically, the NCUPA provides that, “subject to any agreement between them,” partners in a partnership “must contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to his share in the profits.”
Longley Supply Co. of New Bern, Inc. v. Styron, 214 S.E.2d 777 (N.C. Ct. App. 1975).
“59-66(a), the dissolution of a partnership does not of itself discharge the existing liability of any partner and absent an agreement under G.S. 59-48(1), each partner must contribute towards the losses sustained by the partnership according to his share of the profits.”
Halsey v. Choate, 217 S.E.2d 740 (N.C. Ct. App. 1975).
“” G.S. 59-48(1) provides: “Rules Determining Rights and Duties of partners.”
— N.C. Gen. Stat. § 59-48(2) — 2 cases
Jones v. Shoji, 444 S.E.2d 203 (N.C. 1994).
“” N.C.G.S. § 59-48(2) (1989). This law applies as well to a joint venture.”
Jones v. Shoji, 428 S.E.2d 865 (N.C. Ct. App. 1993).
“§ 59-48(2), the general rule regarding a partner’s right to indemnity is as follows: The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the…”
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