Chapter 57D

This Chapter is the "North Carolina Limited Liability Company Act" and may be cited by that name. (2013-157, s. 2.)

(a) This Chapter and any other applicable laws of this State govern (i) the internal affairs of every LLC, including the interpretation, construction, and enforcement of operating agreements and determining the rights and duties of interest owners, managers, and other company off…

Unless otherwise specifically provided, the following definitions apply in this Chapter: (1) Approve. - With respect to a manager or other company official, member, or organizer and a decision or other action to be taken by the managers or other applicable company officials, memb…

(a) A document required or permitted by this Chapter to be filed by the Secretary of State must be filed as provided in Chapter 55D of the General Statutes. (b) A document submitted on behalf of a limited liability company must be executed by one of the following: (1) A manager o…

(a) The Secretary of State may promulgate and furnish on request forms for the following: (1) An application for a certificate of existence. (2) A foreign LLC's application for a certificate of authority to transact business in this State. (3) A foreign LLC's application for a ce…

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to the Secretary of State for filing: Document Fee (1) Articles of organization $125.00 (2) Application for reserved name 10.00 (3) Notice of transfer of rese…

Any person who is adversely affected by the failure or refusal of any person to execute and deliver to the Secretary of State for filing any document to be filed under this Chapter may petition the superior court in the county where the limited liability company's principal offic…

(a) Anyone may apply to the Secretary of State for a certificate of existence for an LLC or a certificate of authorization for a foreign LLC. (b) A certificate of existence or authorization sets forth the following: (1) The limited liability company's name and, in the case of a f…

The Secretary of State has the power necessary to perform the duties required by this Chapter. (2013-157, s. 2.)

The Secretary of State may propound to any limited liability company that the Secretary of State has reason to believe is subject to the provisions of this Chapter, and to any manager or other company official thereof, such written interrogatories as may be necessary and proper t…

(a) In addition to the recourse that the Secretary of State may have under G.S. 57D-6-06 and Part 3 of Article 7 of this Chapter to administratively dissolve an LLC or revoke the certificate of authority of the foreign LLC, if a limited liability company knowingly fails or refuse…

Interrogatories propounded by the Secretary of State and the answers thereto will not be open to public inspection nor shall the Secretary of State disclose any facts or information obtained therefrom, except to the extent applicable law requires the Secretary of State to make th…

(a) This Chapter is to be applied to promote its purposes and policies. (b) The purpose of this Chapter is to provide a flexible framework under which one or more persons may organize and manage one or more businesses as they determine to be appropriate with minimum prescribed fo…

(a) Unless displaced by this Chapter, the rules of law and equity supplement this Chapter. (b) The rule that statutes in derogation of the common law are to be strictly construed does not apply to this Chapter. (c) This Chapter modifies, limits, and supersedes the federal Electro…

The provisions of this Chapter apply to every LLC, whether formed on, before, or after January 1, 2014, and the interest owners of every LLC, except to the extent expressly excepted by this Chapter. (2013-157, s. 2.)

A foreign LLC authorized to transact business in this State immediately before the repeal of Chapter 57C of the General Statutes is subject to this Chapter but is not required to obtain a new certificate of authority to transact business under this Chapter. The certificate of aut…

(a) The existence of LLCs formed before January 1, 2014, shall not be impaired by the repeal of Chapter 57C of the General Statutes or the enactment of this Chapter, by any change made by this Chapter in the requirements for the formation of LLCs, nor by any amendment or repeal b…

(a) An LLC is an entity distinct from its interest owners. (b) An LLC has perpetual duration. (c) Subject to subsection (d) of this section, an LLC may engage in any lawful business. (d) A limited liability company engaging in a business that is subject to regulation under anothe…

(a) Except as set forth in this subsection, a limited liability company may engage in rendering professional services only to the extent that it would be able to render those services were it a corporation, including, as applicable, complying with Chapter 55B of the General Statu…

Unless this Chapter provides otherwise or the powers of the LLC are limited under the operating agreement, an LLC has the same powers as an individual or a domestic corporation to do all things necessary or convenient to carry out its business. (2013-157, s. 2.)

(a) One or more persons may cause an LLC to be formed by delivering executed articles of organization to the Secretary of State for filing in accordance with this Chapter and Chapter 55D of the General Statutes. An LLC may also be formed through the conversion of another eligible…

(a) The articles of organization must include the following information: (1) A name of the LLC that satisfies the provisions of G.S. 55D-20 and G.S. 55D-21. (2) The name and address of each person executing the articles of organization and whether the person is executing the arti…

(a) An LLC may amend its articles of organization to add or change a provision that is required or permitted in the articles of organization or to delete a provision that is not required to be included in the articles of organization. Whether a provision is required or permitted …

(a) An LLC may restate its articles of organization at any time. (b) The restated articles of organization may include one or more amendments to the articles of organization. The restated articles of organization shall include a statement of the address of the current registered …

(a) Excluding professional limited liability companies governed by G.S. 57D-2-02, each LLC and each foreign LLC authorized to transact business in this State must deliver to the Secretary of State for filing annual reports on a form prescribed by, and in the manner required by, t…

Using the information reported pursuant to G.S. 57D-2-24(a1), the Secretary of State shall compile summary information on an aggregate basis about the number of veteran-owned small businesses and the number of service-disabled veteran-owned small businesses reporting in this Stat…

(a) The operating agreement governs the internal affairs of an LLC and the rights, duties, and obligations of (i) the interest owners, and the rights of any other persons to become interest owners, in relation to each other, the LLC, and their ownership interests or rights to acq…

(a) The LLC is deemed to be a party to the operating agreement and, therefore, is bound by and may enforce the provisions thereunder applicable to the LLC. (b) A person who becomes an interest owner is deemed to assent to, and is bound by, and, subject to Article 5 of this Chapte…

(a) An operating agreement may subject interest owners and other persons who are parties to or otherwise bound by the operating agreement to specified remedies for breach of the operating agreement or the occurrence of a specified event. Such remedies may include the recovery of …

Each LLC must maintain a registered office and registered agent as required by Article 4 of Chapter 55D of the General Statutes and is subject to service on the Secretary of State under that Article. (2013-157, s. 2.)

(a) A person becomes a member through the following: (1) In the case of a person executing the articles of organization in the capacity of a member as provided in G.S. 57D-2-21(a)(2), or otherwise being named in the articles of organization as a member, at the time the articles o…

(a) A person ceases to be a member upon the occurrence of any of the following events: (1) The person does any of the following: a. Becomes a debtor in bankruptcy. b. Executes an assignment for the benefit of creditors under any applicable law. c. Has a general receiver appointed…

The approval of all members is required to do any of the following: (1) Adopt or amend an operating agreement. (2) Admit any person as a member. (3) Other than in the ordinary course of business, transfer in one transaction or a series of related transactions all or substantially…

(a) Subject to the other provisions of this section, each member may inspect and copy or otherwise obtain from the LLC any of the following: (1) A copy of the articles of organization and any other writing constituting all or part of the operating agreement, including any execute…

(a) The management of an LLC and its business is vested in the managers. (b) Each manager has equal rights to participate in the management of the LLC and its business. Management decisions approved by a majority of the managers are controlling. The managers may make management d…

(a) The managers shall manage the LLC and conduct the LLC's business in accordance with the operating agreement. (b) Each manager shall discharge that person's duties (i) in good faith, (ii) with the care an ordinary prudent person in a like position would exercise under similar …

The managers having general power to manage the LLC may delegate authority to act on behalf of the LLC to persons other than managers. The delegation of authority may be general or limited to specific matters. No such delegation of authority will cause any manager to cease to be …

G.S. 57D-3-20(e), 57D-3-21, and 57D-3-22 shall apply to company officials who are not managers by substituting the term "company official" in lieu of the term "manager" in each place where the term appears in those provisions. (2013-157, s. 2.)

A person who is an interest owner, manager, or other company official is not liable for the obligations of the LLC solely by reason of being an interest owner, manager, or other company official. (2013-157, s. 2.)

(a) An LLC shall indemnify a person who is wholly successful on the merits or otherwise in the defense of any proceeding to which the person was a party because the person is or was a member, a manager, or other company official if the person also is or was an interest owner at t…

An interest owner may make contributions to the LLC in any form, including (i) money or other property, services rendered, or any other direct or indirect benefit to the LLC and (ii) promissory notes or other obligations to transfer money or other property, perform services, or p…

If an interest owner has contributed a promissory note or other obligation to transfer money or other property, to perform services, or to provide other benefits to the LLC and the interest owner would but for this section be excused from the performance of that obligation by rea…

Distributions to interest owners before the dissolution and winding up of the LLC or, as provided in G.S. 57D-6-08(2), after the dissolution of the LLC, may be made at such times and in such amounts as determined by the LLC in proportion to the ratios that the aggregate contribut…

An LLC may distribute property other than money if the interest owners receive interests of identical character in, or units of identical character of, such property in the same proportions as if the distribution were being made in money equal to the net value of the property bei…

(a) No distribution may be made by an LLC if, after giving effect to the distribution, either of the following would occur: (1) The LLC would not be able to pay its debts as they become due in the ordinary course of business. (2) The LLC's total liabilities would exceed the value…

(a) If a distribution is made in violation of G.S. 57D-4-05, then each manager or other company official who alone or with other company officials had the authority to and did approve the distribution is personally liable to the LLC but not any other person for the amount of the …

An interest owner who is entitled to receive a distribution has the status of and is entitled to all remedies available to a creditor of the LLC with respect to the distribution. (2013-157, s. 2.)

An ownership interest is personal property. (2013-157, s. 2.)

An economic interest is transferable in whole or in part. The transfer of an economic interest or portion thereof does not entitle the transferee to become or exercise any rights of a member other than to receive the economic interest or the portion thereof assigned to the transf…

(a) On application to a court of competent jurisdiction by any judgment creditor of an interest owner, the court may charge the economic interest of an interest owner with the payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment …