N.C. Gen. Stat. » Chapter 59
NC General Statutes

N.C. Gen. Stat. § 59-801 (2026)

Nonjudicial dissolution

✓ current as of July 2026
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(a) A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

(1) At the time specified in the certificate of limited partnership or upon the happening of events specified in writing in the partnership agreement;

(2) Written consent of all partners;

(3) An event of withdrawal of a general partner unless:

a. At the time there is at least one other general partner, in which case, unless otherwise provided in a written partnership agreement or agreed upon by all remaining partners, (i) the limited partnership is not dissolved, (ii) the limited partnership shall not be wound up, and (iii) the business of the limited partnership shall be continued by the remaining general partners; or

b. Within 90 days after the withdrawal, all remaining partners, or a lesser number or portion of the partners provided in the partnership agreement, agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired, in which case the limited partnership is not dissolved and is not required to be wound up by reason of the event of withdrawal;

(3a) Ninety days after the withdrawal of the limited partnership's last limited partner, unless the limited partnership admits at least one limited partner before the end of the 90 days; or

(4) Entry of a decree of judicial dissolution under G.S. 59-802.

(b) The causes of dissolution of a limited partnership shall be governed solely by this Article. Article 2 of this Chapter, which governs the causes of dissolution of a partnership without limited partners, does not apply and shall not govern the causes of dissolution of a limited partnership. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 33.)

 

Notes of Decisions
Cited in 2 cases (1 in the last 5 years), 2018–2025 · leading case: Carter v. Lail, 2018 NCBC 47 (N.C. Bus. Ct. 2018).
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Carter v. Lail, 2018 NCBC 47 (N.C. Bus. Ct. 2018). · cites it 2× “G.S. § 59-801(a)(1). The Partnership Agreement provides that CLL “shall be dissolved, liquidated, and terminated upon” the death of the last General Partner.”
Londry v. Stream Realty Partners, L.P., 2025 NCBC 31 (N.C. Bus. Ct. 2025). “]G.S. 59-801(3) an assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner.”
— N.C. Gen. Stat. § 59-801(3) — 1 case
Londry v. Stream Realty Partners, L.P., 2025 NCBC 31 (N.C. Bus. Ct. 2025). “]G.S. 59-801(3) an assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner.”
— N.C. Gen. Stat. § 59-801(a)(1) — 1 case
Carter v. Lail, 2018 NCBC 47 (N.C. Bus. Ct. 2018). “G.S. § 59-801(a)(1). The Partnership Agreement provides that CLL “shall be dissolved, liquidated, and terminated upon” the death of the last General Partner.”
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