North CarolinaSB 3072025-2026 SessionSenateWALLET

AN ACT TO CREATE SPECIAL ECONOMIC INTEREST OWNERS OF LIMITED LIABILITY COMPANIES AND TO GRANT THEM INFORMATION RIGHTS AND STANDING TO SEEK JUDICIAL DISSOLUTION.

Sponsored By: Benton G. Sawrey (Republican)

Signed by Governor

COMMERCECORPORATIONS, FOR-PROFITCOURTSINCORPORATIONPRESENTEDPUBLICRATIFIEDSECRETARY OF STATECHAPTERED

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Bill Overview

Analyzed Economic Effects

3 provisions identified: 2 benefits, 0 costs, 1 mixed.

Clearer rights for nonmember LLC owners

Beginning Oct 1, 2025, the law clearly defines key LLC owner terms. Economic interest includes capital, income, losses, credits, and the right to get distributions. An economic interest owner has those financial rights but is not a member; special economic interest owners are included. Ownership interest also covers management/approval rights, the right to sue for the company’s wrongs, and the right to see records and get information. The term “interest owner” now covers members, economic interest owners, and special economic interest owners.

New rights for LLC heirs and guardians

Beginning Oct 1, 2025, if an LLC member dies or is found incompetent, their estate or guardian becomes a special economic interest owner. They keep the financial rights tied to the member’s interest. They get information rights from the LLC. They can ask a court to dissolve the LLC, unless the operating agreement clearly waives that right.

When LLC membership ends and what remains

Beginning Oct 1, 2025, you stop being an LLC member if certain events happen. These include bankruptcy or a receiver, death or being declared incompetent, transferring or abandoning your entire economic interest (not counting liquidation in dissolution), or giving up all non‑financial ownership rights. After bankruptcy or death/incompetency, you or your estate become an economic interest owner and keep only the financial rights. You may still owe certain LLC obligations listed in the statute.

Sponsors & Cosponsors

Sponsor

  • Benton G. Sawrey

    Republican • Senate

Cosponsors

  • Paul Newton

    Republican • Senate

  • Amy S. Galey

    Republican • Senate

Roll Call Votes

All Roll Calls

Yes: 307 • No: 0

Senate vote 6/26/2025

SB 307: Information Rights of Estate/Death of LLC Member.

Yes: 42 • No: 0 • Other: 8

House vote 6/25/2025

SB 307: Information Rights of Estate/Death of Limited Liability Company Member.

Yes: 110 • No: 0 • Other: 5

House vote 6/25/2025

SB 307: Information Rights of Estate/Death of Limited Liability Company Member.

Yes: 110 • No: 0 • Other: 5

Senate vote 4/3/2025

SB 307: Info. Rights of Estate/Death of LLC Member.

Yes: 45 • No: 0 • Other: 4

Actions Timeline

  1. Ch. SL 2025-55

    7/3/2025Senate
  2. Signed by Gov. 7/3/2025

    7/3/2025Senate
  3. Pres. To Gov. 6/30/2025

    6/30/2025Senate
  4. Ratified

    6/30/2025Senate
  5. Ordered Enrolled

    6/26/2025Senate
  6. Concurred In H Amend S307v2

    6/26/2025Senate
  7. Placed on Today's Calendar

    6/26/2025Senate
  8. Withdrawn From Com

    6/26/2025Senate
  9. Ref To Com On Rules and Operations of the Senate

    6/25/2025Senate
  10. Special Message Received For Concurrence in H Amend

    6/25/2025Senate
  11. Special Message Sent To Senate

    6/25/2025House
  12. Passed 3rd Reading

    6/25/2025House
  13. Passed 2nd Reading

    6/25/2025House
  14. Amend Adopted A1

    6/25/2025House
  15. Placed On Cal For 06/25/2025

    6/24/2025House
  16. Cal Pursuant Rule 36(b)

    6/24/2025House
  17. Reptd Fav

    6/24/2025House
  18. Re-ref Com On Rules, Calendar, and Operations of the House

    6/24/2025House
  19. Reptd Fav

    6/24/2025House
  20. Re-ref to the Com on Judiciary 1, if favorable, Rules, Calendar, and Operations of the House

    6/5/2025House
  21. Withdrawn From Com

    6/5/2025House
  22. Ref To Com On Rules, Calendar, and Operations of the House

    4/8/2025House
  23. Passed 1st Reading

    4/8/2025House
  24. Regular Message Received From Senate

    4/7/2025House
  25. Regular Message Sent To House

    4/7/2025Senate

Bill Text

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