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NC SOS

Choose a Business Structure Partnerships

The types of partnerships are:
  • General Partnerships
  • Limited Partnerships
  • Registered Limited Liability Partnerships
  • Limited Liability Limited Partnerships

General Partnership

General partnerships are not registered with the NC Secretary of State’s Office. However, if the entity is to have a name other than the names of the general partners, a certificate of assumed name is required to be filed with the Register of Deeds Office in the county where the principal office is located.

You may visit EDPNC for more information on assumed name filings and forms.

  • Creation and Organizational Documents: Created by agreement of two or more owners. When two or more owners engage in business without forming some other business entity, such as a corporation or limited liability company, a partnership exists by default. It is not necessary to file any documents with the Secretary of State to create such a business; although, such documents as assumed name certificates, trademark registrations, etc. may be advisable.
  • Management: The partners by written or oral agreement determine how the partnership is governed.
  • Limited Liability Characteristics: The partners have unlimited personal liability for the debts and obligations of the general partnership.
  • Tax Characteristics: The partners are taxed personally on the income of the partnership business.
  • Termination: Usually upon the death or withdrawal of a general partner.

Limited Partnership:

  • Creation and Organizational Documents: Created by agreement of the partners and compliance with the limited partnership statute, including filing a certificate of limited partnership.
  • Management: Limited partnerships have one or more “general partners” and “limited partners.” The limited partnership is governed by the general partners according to the terms of the partnership agreement.
  • Limited Liability Characteristics: The general partners have unlimited personal liability for the general obligations of the limited liability partnership; however, each general partner’s liability for the professional malpractice of another partner is limited to his or her capital contribution. The liability of limited partners is limited to their capital contributions.
  • Tax Characteristics: The partners are taxed personally on the income of the partnership business.
  • Termination: Usually upon the death or withdrawal of a general partner.

Limited Liability Partnership:

  • Creation and Organizational Documents: Created by agreement of the partners and compliance with the statutory registration requirement. G.S. 59-84.2.
  • Management: The partners by written or oral agreement determine how the partnership is governed.
  • Limited Liability Characteristics: The partners have the unlimited personal liability for the general obligations of the limited liability partnership; however, each partner’s liability for the professional malpractice of another partner is limited to his or her capital contribution.
  • Tax Characteristics: The partners are taxed personally on the income of the partnership business.
  • Termination: Usually upon the death or withdrawal of a partner.

Limited Liability Limited Partnership:

  • Creation and Organizational Documents: A limited partnership can become a limited liability limited partnership by agreement of the partners and compliance with the statutory registration requirement. G.S. 59-59-210.
  • Management: Limited partnerships have one or more “general partners” and “limited partners.” The limited partnership is governed by the general partners according to the terms of the partnership agreement.
  • Limited Liability Characteristics: The general partners have unlimited personal liability for the general obligations of the limited liability partnership; however, each general partner’s liability for the professional malpractice of another partner is limited to his or her capital contribution. The liability of limited partners is limited to their capital contributions.
  • Tax Characteristics: The partners are taxed personally on the income of the partnership business.
  • Termination: Usually upon the death or withdrawal of a partner.
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