North Carolina Certificate of Foreign Limited Partnership
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How to fill out Certificate Of Foreign Limited Partnership?
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FAQ
A limited partnership is a specialized form of general partnership. While it is very similar to a general partnership in most aspects, the limited partnership is made up of at least one or more general partners and at least one or more limited partners.
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.
In North Carolina, a limited partnership is a partnership formed pursuant to the North Carolina Revised Uniform Limited Partnership Act (?RULPA?), and consists of one or more general partners, and one or more limited partners.
An Entity Already registered in another state or country must qualify to conduct business in North Carolina by filing an Application for a Certificate of Authority. A Certificate of Authority is the legal authorization which a foreign entity must obtain in order to be able to conduct its affairs in this state.
The main difference between these partnerships is that general partners have full operational control of a business and unlimited liability in the business sense. Limited partners have less liability and do not take part in day-to-day business operations.
An LP allows certain investors (limited partners) to invest without having a management role or any personal liability, while the general partners carry all the liability. With an LLC, the owners can shield themselves from personal liability, but all generally have management roles.
To obtain your North Carolina Certificate of Authority, you will submit an Application for Certificate of Authority, along with required certificates or certified copies from your home state. You will need to appoint a registered agent in order for your filing to be approved.
General partners have unlimited liability for business debt. Limited partners cannot contribute to business decisions. More compliance and paperwork required than general partnerships. Limited partners can be liable for expenses incurred due to their actions.
