GENERAL ASSEMBLY OF NORTH CAROLINA

SESSION 1991

S	2 

SENATE BILL 414
Second Edition Engrossed 4/16/91

Short Title:  Revise Ltd. Partnership Act.	(Public)
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Sponsors: Senator Soles.
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Referred to:  Judiciary I.
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April 1, 1991

A BILL TO BE ENTITLED
AN ACT TO AMEND THE REVISED UNIFORM LIMITED PARTNERSHIP ACT.
The General Assembly of North Carolina enacts:
Section 1.  G.S. 59-204(a) reads as rewritten:
"(a)	Each certificate required by this Article to be filed in the office of the Secretary of State shall be executed in the following manner:
(1)	An original certificate of limited partnership must be signed by all general partners;
(2)	A certificate of amendment must be signed by at least one general partner and by each other partner designated in the certificate as a new general partner; and
(3)	A certificate of cancellation must be signed by all general partners."
Sec. 2.  G.S. 59-206 reads as rewritten:
"§ 59-206. Filing requirements.
(a)	Whenever the provisions of this Article require any document relating to a limited partnership to be executed and filed in accordance with this Article, unless otherwise specifically stated in this Article:
(1)	There shall be an original executed document and also one conformed copy.
(2)	The original document so signed, together with the conformed copy, shall be delivered to the Secretary of State. Unless he finds that it does not conform to law, the Secretary of State shall, when the proper fees have been tendered, endorse upon the original the word ‘filed' and the hour, day, month and year of the filing thereof and shall file the same in his office. The Secretary of State shall thereupon immediately compare the copy with the original and if he finds that they are identical he shall make upon the conformed copy the same endorsement which appears on the original and shall attach to the copy a certificate stating that attached thereto is a true copy of the document, designated by an appropriate title, filed in his office and showing the date of such filing. He shall thereupon return the copy so certified to the limited partnership or its representatives.
	(3a)	Whenever the name of any domestic or foreign limited partnership holding title to real property in this State is changed upon amendment to the certificate of limited partnership, a certificate reciting such change or transfer shall be recorded in the office of the register of deeds of the county where the property lies, or if the property is located in more than one county, then in each county where any portion of the property lies.
(4)	The Secretary of State shall adopt uniform certificates to be furnished for registration in accordance with this section.  In the case of a foreign limited partnership, a similar  certificate by any competent authority of the jurisdiction under which the limited partnership is organized may be registered in accordance with this section.
(5)	The certificate required by this section shall be recorded by the register of deeds in the same manner as deeds, and for the same fees, but no formalities as to acknowledgement, probate, or approval by any other officer shall be required.  The former name of the limited partnership holding title to the real property before the amendment shall appear in the ‘Grantor' index, and the amended name of the limited partnership holding title to the real property by virtue of the amendment shall appear in the ‘Grantee' index.
	(b1)	Except as provided in subsection (b2), a document accepted for filing is effective:
(1)	At the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original document; or
(2)	At the time specified in the document as its effective time on the date it is filed.
(b2)	A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified.  If a delayed effective date but not time is specified, the document is effective at 11:59:59 p.m. on that date.  A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.
(b3)	The fact that a document has become effective under this section does not determine its validity or invalidity or the correctness or incorrectness of the information contained in the document.
	(c) It shall be the duty of the Secretary of State, whenever so requested and upon tender of the proper fees, to certify as aforesaid any true copy of any such document on file in his office, or if such be the request, to make or cause to be made typewritten or photostatic copies of such documents and to certify the same as aforesaid.”
Sec. 3.  This act becomes effective October 1, 1991.