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NC General Statutes

N.C. Gen. Stat. § 59-901 (2026)

Law governing

✓ current as of July 2026
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Subject to the Constitution of this State, (i) the laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its partners, and (ii) a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 34.)

 

Notes of Decisions
Cited in 6 cases (1 in the last 5 years), 2005–2025 · leading case: Azure Dolphin, LLC v. Barton, 821 S.E.2d 711 (N.C. 2018).
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Azure Dolphin, LLC v. Barton, 821 S.E.2d 711 (N.C. 2018). · cites it 4× “Barton as the general partner of Barton Boespflug and Vintage Oak, citing N.C.G.S. § 59-901 for the proposition that "the laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs," and argue that, "to the extent…”
WLAE, LLC v. Edwards, 809 S.E.2d 176 (N.C. Ct. App. 2017). · cites it 2× “Pursuant to Florida law, applied here as required by N.C. Gen. Stat. § 59-901 (2015), plaintiff had no authority as a limited partner to transfer any asset or interest in Wolf's Lair via the 2013 assignment.”
Cabaniss v. Deutsche Bank Sec., Inc., 611 S.E.2d 878 (N.C. Ct. App. 2005). “Stat, § 59-901 (1999); 6 Del. Co. § 17-901 (1999).”
Ray v. Deloitte & Touche, LLP, 2006 NCBC 5 (N.C. Bus. Ct. 2006). · cites it 2× “Accordingly, Fund I, a North Carolina limited liability partnership, is governed by North Carolina law, and Fund II, a Delaware limited liability partnership, is governed by Delaware law.”
Albright v. Vining-Sparks Secs., Inc., 2019 NCBC 80 (N.C. Bus. Ct. 2019). · cites it 3× “2d 711, 723 (2018) (quoting N.C.G.S. § 59-901)); see Mancinelli v. Momentum Res.”
Meyer v. Hatteras Inv. Partners, L.P., 2025 NCBC 62 (N.C. Bus. Ct. 2025). · cites it 3× “See N.C.G.S. § 59-901 (“[T]he laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its partners[.”
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