H.B. 1018
GENERAL ASSEMBLY OF NORTH CAROLINA
May 23, 2022
SESSION 2021 HOUSE PRINCIPAL CLERK
H D
HOUSE BILL DRH10583-MUz-38A
Short Title: GSC Bar Ass'n Proposals/Landmark Designation. (Public)
Sponsors: Representative Davis.
Referred to:
1 A BILL TO BE ENTITLED
2 AN ACT TO (I) MAKE VARIOUS AMENDMENTS AFFECTING REAL PROPERTY, (II)
3 STRENGTHEN THE PERSONAL LIABILITY PROTECTION FOR LIMITED
4 LIABILITY PARTNERSHIPS, (III) ALIGN THE AUTHORITY TO TRANSFER VENUE
5 FOR JUDICIAL REVIEW OF CONTESTED CASES WITH OTHER CASES, (IV) MAKE
6 A CONFORMING CHANGE TO ACCOUNT FOR SPECIAL FIDUCIARIES IN
7 GUARDIANSHIP PROCEEDINGS, AND (V) CLARIFY AND IMPROVE THE
8 LANDMARK DESIGNATION PROCEDURE, AS RECOMMENDED BY THE
9 GENERAL STATUTES COMMISSION.
10 The General Assembly of North Carolina enacts:
11
12 PART I. REAL PROPERTY AMENDMENTS
13 SECTION 1. G.S. 41-22 reads as rewritten:
14 "§ 41-22. Supersession.Rule against perpetuities abolished.
15 This Article supersedes the The rule of the common law known as the rule against
16 perpetuities.perpetuities is abolished."
17 SECTION 2. G.S. 47-18.1 reads as rewritten:
18 "§ 47-18.1. Registration of certificate of corporate entity name change, merger,
19 consolidation, or conversion.
20 (a) If title to real property in this State is vested by operation of law in another entity
21 upon the name change, merger, consolidation, or conversion of an entity, such the vesting is
22 effective against lien creditors or purchasers for a valuable consideration from the entity formerly
23 owning the property, only from the time of registration of a certificate thereof as provided in this
24 section, in the county where the land lies, or if the land is located in more than one county, then
25 in each county where any portion of the land lies to be effective as to the land in that county.
26 (b) The Secretary of State shall adopt uniform certificates of name change, merger,
27 consolidation, or conversion, to be furnished for registration, and shall adopt such fees as are
28 necessary for the expense of such certification. these certifications. If the entity involved is not a
29 domestic entity, a similar certificate by any competent authority in the jurisdiction of
30 incorporation or organization may be registered in accordance with this section.
31 (c) A certificate of the Secretary of State prepared in accordance with this section shall
32 be registered by the register of deeds in the same manner as deeds, and for the same fees, but no
33 formalities as to acknowledgment, probate, or approval by any other officer shall be are required.
34 The name of the entity formerly owning the property shall appear in the "Grantor" index, and the
35 name of the entity owning the property by virtue of the merger, consolidation, or conversion shall
36 appear in the "Grantee" index."
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 General Assembly Of North Carolina Session 2021
1 SECTION 3.(a) G.S. 47-119 reads as rewritten:
2 "§ 47-119. Form of memorandum Memorandum for option to purchase or convey, right of
3 first refusal, or right of first offer for real estate.
4 An option to purchase or convey, a right of first refusal, or a right of first offer for real estate
5 may be registered by registering a memorandum thereof which shall set forth:that sets forth all
6 of the following:
7 (1) The names of the parties thereto;and signatures, executed and notarized, of all
8 of the following:
9 a. Each record title holder selling the option or right.
10 b. Each person purchasing the option or right.
11 (2) A description of the property which real estate that is subject to the
12 option;option or right.
13 (3) The expiration date of the option;option or right.
14 (4) Reference The title of the agreement and the parties to it, as contained in the
15 original written contract, or other reference sufficient to identify the complete
16 agreement between the parties.
17 Such a memorandum may be in substantially the following form:
18 NORTH CAROLINA
19 __________________ COUNTY
20 In consideration of , the receipt
21
22 (Set out consideration)
23 of which is hereby acknowledged,
24 ____________________________________________________________________________
25 (Name and address of person selling option)
26 does hereby give and grant to
27 ____________________________________________________________________________
28 (Name and address of person buying option)
29 the right and option to purchase the following property:
30 (Here describe property)
31 This option shall expire on the ________ day of ________________, ______.
32 The provisions set forth in a written option agreement between the parties dated the ________
33 day of _______________, _______, are hereby incorporated in this memorandum.
34 Witness our hand(s) and seal(s) this _______ day of ______________, ______
35 ___________________________________ (Seal)
36 __________________________________ (Seal)"
37 SECTION 3.(b) G.S. 47-119.1 reads as rewritten:
38 "§ 47-119.1. Form of memorandum Memorandum for contract to purchase real estate.
39 A contract to convey real estate may be registered by registering a memorandum thereof
40 which shall set that sets forth all of the following:
41 (1) The names of the parties thereto.and signatures, executed and notarized, of all
42 of the following:
43 a. Each record title holder contracting to convey an interest in the real
44 estate.
45 b. Each person contracting to purchase the real estate.
46 (2) A description of the property which real estate that is subject to the contract.
47 (3) The expiration date of the contract.
48 (4) Reference The title of the agreement and the parties to it, as contained in the
49 original written contract, or other reference sufficient to identify the complete
50 agreement between the parties.
51 The memorandum may be in substantially the following form:
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1 NORTH CAROLINA
2 __________________ COUNTY
3
4 _____________________________
5 (Name and address of person contracting to sell real estate)
6 and
7 _______________________________________________
8 (Name and address of person contracting to purchase real estate)
9 have entered into a contract to sell and purchase the following property:
10 ____________________________________________________________________
11 (Here describe property)
12 This contract provides for a closing date of the _____day of _______, ________.
13 The provisions set forth in a written contract to convey real estate between the parties dated
14 the _____ day of ________________, __________, are hereby incorporated in this
15 memorandum.
16 Witness our hand(s) and seal(s) this _______ day of ______________, ______
17 (Seal)
18 (Seal)
19 [Acknowledgement notarial certificate by all parties, as provided by applicable law in order
20 to register in the office of the register of deeds of the county in which the property is located.]
21 The titles of the contract and the parties thereto, as contained in the original written contract,
22 may be substituted in lieu of the above references."
23 SECTION 3.(c) G.S. 47-120 reads as rewritten:
24 "§ 47-120. Memorandum as notice.
25 Such A memorandum of a lease, an option to purchase real estate, or convey, a right of first
26 refusal, a right of first offer, or a contract to convey real estate as proposed by G.S. 47-118,
27 47-119, or 47-119.1 when executed, acknowledged, executed by each record title holder and each
28 other party to the instrument, acknowledged before a notary public, and delivered and registered
29 as required by law, shall be is as good and sufficient notice, and have has the same force and
30 effect as if the written lease, option to purchase real estate, or contract to convey instrument had
31 been registered in its entirety. However, it shall be is conclusively presumed that the conditions
32 of any contract to purchase that is the subject of a recorded memorandum under this section have
33 instrument reflected in a memorandum have either been complied with or have expired and are
34 no longer enforceable as against creditors or purchasers for valuable consideration who that have
35 recorded their interests after the memorandum from and after the expiration of 60 days from
36 whichever of the following events occurs first:60 days after the earlier of the following:
37 (1) The closing expiration date stated in the memorandum, or any recorded
38 extension or renewal of the memorandum, signed by the parties and
39 acknowledged before an officer authorized to take acknowledgements.a
40 notary public.
41 (2) The date when the memorandum required the conditions of the contract to
42 convey, to have been performed, including payment of the last installment of
43 earnest money or balance of purchase price (other price, other than a purchase
44 money note or deed of trust), trust, and delivery of the deed from the seller to
45 buyer were required by the terms of the recorded memorandum to have been
46 performed, buyer, or the date of any recorded extension or renewal thereof
47 signed by the parties and acknowledged before an officer authorized to take
48 acknowledgements.a notary public."
49
50 PART II. LIMITED LIABILITY PARTNERSHIPS
51 SECTION 4.(a) G.S. 59-45 reads as rewritten:
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1 "§ 59-45. Nature of partner's liability in ordinary partnerships and in registered limited
2 liability partnerships.
3 (a) Except as provided by subsections (a1) and (b) of this section, all partners are jointly
4 and severally liable for the acts and obligations of the partnership.
5 (a1) Except as provided in subsection (b) of this section, a partner in a registered limited
6 liability partnership is not individually liable liable, directly or indirectly, including by
7 indemnification, contribution, assessment, or otherwise, for debts and obligations of the
8 partnership incurred while it is a registered limited liability partnership solely by reason of being
9 a partner and does not become liable by participating, in whatever capacity, in the management
10 or control of the business of the partnership.
11 (b) Nothing in this Chapter shall be interpreted to abolish, modify, restrict, limit, or alter
12 alters the law in this State applicable to the professional relationship and liabilities between the
13 individual furnishing the professional services and the person receiving the professional services,
14 the standards of professional conduct applicable to the rendering of the services, or any
15 responsibilities, obligations, or sanctions imposed under applicable licensing statutes. A partner
16 in a registered limited liability partnership is not individually liable, directly or indirectly,
17 including by indemnification, contribution, assessment, or otherwise, for the debts, obligations,
18 and liabilities of, or chargeable to, the registered limited liability partnership that arise from
19 errors, omissions, negligence, malpractice, incompetence, or malfeasance committed by another
20 partner or by an employee, agent, or other representative of the partnership; provided, however,
21 nothing in this Chapter shall affect affects the liability of a partner of a professional registered
22 limited liability partnership for his or her own errors, omissions, negligence, malpractice,
23 incompetence, or malfeasance committed in the rendering of professional services.
24 …
25 (e) The liability of partners of a registered limited liability partnership formed and
26 existing under this Chapter shall at all times be is determined solely and exclusively by this
27 Chapter and the laws of this State.
28 (f) If a conflict arises between the laws of this State and the laws of any other jurisdiction
29 with regard to the liability of a partner of a registered limited liability partnership formed and
30 existing under this Chapter for the debts, obligations, and liabilities of the registered limited
31 liability partnership, this Chapter and the laws of this State shall govern in determining the
32 liability."
33 SECTION 4.(b) G.S. 59-70 reads as rewritten:
34 "§ 59-70. Rules for distribution.
35 In settling accounts between the partners after dissolution, the following rules shall be
36 observed, subject to any agreement to the contrary:
37 (1) The assets of the partnership are all of the following:
38 a. The partnership property,property.
39 b. The contributions of the partners necessary for the payment of all the
40 liabilities specified in subdivision (2) of this section.
41 (2) The liabilities of the partnership shall rank in order of payment, as follows:
42 a. Those owing to creditors other than partners,partners.
43 b. Those owing to partners other than for capital and profits,profits.
44 c. Those owing to partners in respect of capital,capital.
45 d. Those owing to partners in respect of profits.
46 (3) The assets shall be applied in the order of their declaration in subdivision (1)
47 of this section to the satisfaction of the liabilities.
48 (4) The partners shall contribute, as provided by G.S. 59-48, subdivision (1)
49 G.S. 59-48(1), the amount necessary to satisfy the liabilities; any liabilities
50 incurred when the partnership was not a registered limited liability
51 partnership; but if any, but not all, of the partners are insolvent, or, not being
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1 subject to process, refuse to contribute, the other partners shall contribute their
2 share of the these liabilities, and, in the relative proportions in which they
3 share the profits, the additional amount necessary to pay the these liabilities.
4 (5) An assignee for the benefit of creditors or any person appointed by the court
5 shall have has the right to enforce the contributions specified in subdivision
6 (4) of this section.
7 (6) Any A partner or his legal representative shall have has the right to enforce
8 the contributions specified in subdivision (4) of this section, section to the
9 extent of the amount which he that the partner has paid in excess of his the
10 partner's share of the liability.
11 (7) The individual property of a deceased partner shall be liable for is subject to
12 the contributions specified in subdivision (4) of this section.
13 (8) When partnership property and the individual properties of the partners are in
14 possession of a court for distribution, partnership creditors shall have priority
15 on partnership property and separate creditors have priority on individual
16 property, saving the rights of lien or secured creditors as heretofore.creditors.
17 (9) Where a partner has become bankrupt or his the partner's estate is insolvent
18 insolvent, the claims against the separate property shall rank in the following
19 order:
20 a. Those owing to separate creditors,creditors.
21