Chapter 57D

(a) An economic interest owner may become a member only with that person's approval and through any of the following: (1) As provided in the operating agreement. (2) By the approval of the members as provided in G.S. 57D-3-03(2). (3) In the manner permitted under G.S. 57D-6-01(3)…

Except as otherwise required by this Chapter or other applicable law, an interest owner may not (i) withdraw or compel the company to purchase or otherwise liquidate all or any portion of the equity owner's capital interest or (ii) extinguish, abandon, or otherwise diminish the i…

An LLC is dissolved upon the occurrence of any of the following: (1) An event causing the LLC to dissolve under the operating agreement. (2) If the LLC never had a member, as approved by the organizers under G.S. 57D-2-20(c). (3) If the LLC ever had a member, the 90th day after t…

The superior court may dissolve an LLC in a proceeding brought by either of the following: (1) The Attorney General, if it is established that (i) the LLC obtained its articles of organization through fraud or (ii) the LLC continued to exceed or abuse the authority conferred on i…

(a) A proceeding under G.S. 57D-6-02 to dissolve an LLC is to be brought against the LLC. The party bringing the dissolution proceeding may not join an interest owner or company official as a party to the proceeding unless and to the extent relief is sought against the interest o…

(a) The court in a proceeding brought under G.S. 57D-6-02 to dissolve an LLC, or in a proceeding brought under G.S. 57D-6-07(c), may appoint one or more persons to serve as a receiver to manage the business of the LLC pending the court's decision on dissolution and if dissolution…

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in G.S. 57D-6-02 exist and the alternative to judicial dissolution under G.S. 57D-6-03(d) is not applicable, it may enter a decree dissolving the LLC and the clerk of the court…

(a) The Secretary of State may administratively dissolve an LLC if the Secretary of State determines that the LLC has done any of the following: (1) The LLC has not paid within 60 days after they are due any penalties, fees, or other payments due under this Chapter. (2) The LLC d…

(a) After its dissolution, an LLC shall wind up. The winding up may include continuing the business of the LLC for a period of time. (b) Subject to subsection (c) of this section, the managers or other applicable company officials shall wind up the LLC after its dissolution. If t…

During the winding up of an LLC, the LLC's assets are to be applied as follows: (1) First to creditors, including interest owners, managers, and other company officials who are creditors in satisfaction, whether by payment or making provision for payment of all liabilities of the…

Upon dissolution of an LLC, the LLC shall deliver articles of dissolution to the Secretary of State for filing. The articles of dissolution must provide the following information: (1) The name of the LLC. (2) The effective date of the dissolution. (3) Any other information the LL…

(a) A dissolved LLC for which articles of dissolution, a certificate of dissolution, or a decree of dissolution filed by the Secretary of State has become effective may dispose of known claims against it by notifying claimants in writing of the dissolution. The notice must do the…

(a) A dissolved LLC for which articles of dissolution, a certificate of dissolution, or a decree of dissolution filed by the Secretary of State has become effective may publish notice of its dissolution and request that persons with claims against the LLC present them in accordan…

(a) A claim against a dissolved LLC under G.S. 57D-6-10 or G.S. 57D-6-11 may be enforced against either of the following: (1) Against the dissolved LLC to the extent of its undistributed assets, including coverage under any insurance policy. (2) Except as provided in G.S. 57D-6-1…

(a) A dissolved LLC that has published a notice under G.S. 57D-6-11 may file an application with the superior court of the county in this State where the LLC's principal office is or was last located or, if the LLC never had a principal office in this State, the county in this St…

(a) A foreign LLC may not transact business in this State until it obtains a certificate of authority from the Secretary of State. (b) Without excluding other activities that may not constitute transacting business in this State, a foreign LLC is not considered to be transacting …

(a) No foreign LLC transacting business in this State without permission obtained through a certificate of authority may maintain any proceeding in any court of this State unless the foreign LLC has obtained a certificate of authority prior to trial. An issue arising under this s…

(a) A foreign LLC may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must provide the following information: (1) The name of the foreign LLC and, if different, a name that …

(a) A foreign LLC authorized to transact business in this State shall obtain an amended certificate of authority from the Secretary of State if it changes either of the following: (1) Its name. (2) The jurisdiction of its organization. (b) A foreign LLC may apply for an amended c…

(a) A certificate of authority authorizes the foreign LLC to which it is issued to transact business in this State subject to the right of the State to revoke the certificate as provided in this Chapter. A foreign LLC may qualify in this State as executor, administrator, or guard…

Each foreign LLC authorized to transact business in this State 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 foreign LLC authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State. (b) A foreign LLC authorized to transact business in this State may apply for a certificate of withdrawal by …

(a) Whenever a foreign LLC authorized to transact business in this State ceases its separate existence as a result of a statutory merger, consolidation, or other reorganization permitted by the law of the jurisdiction under which it is organized, or converts into another type of …

The Attorney General may maintain an action to restrain a foreign LLC from transacting business in this State in violation of this Article. (2013-157, s. 2.)

(a) The Secretary of State may commence a proceeding under G.S. 57D-7-31 to revoke the certificate of authority of a foreign LLC authorized to transact business in this State if any of the following occurs: (1) The foreign LLC is delinquent in delivering its annual report. (2) Th…

(a) If the Secretary of State determines that one or more grounds exist under G.S. 57D-7-30 for revocation of a certificate of authority, the Secretary of State shall mail to the foreign LLC written notice of that determination. (b) If the foreign LLC does not correct each ground…

(a) A foreign LLC may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Wake County within 30 days after the certificate of revocation is mailed to the foreign LLC by the Secretary of State. The appeal is commenced by filing a pet…

The Administrative Procedure Act shall not apply to any proceeding or appeal provided for in G.S. 57D-7-30 through G.S. 57D-7-32. (2013-157, s. 2.)

(a) Subject to the provisions of G.S. 57D-8-02 and G.S. 57D-8-03, a member may bring a derivative action if the following conditions are met: (1) Either (i) the member was a member of the LLC at the time of the act or omission for which the proceeding is brought or (ii) all or an…

If the LLC commences an inquiry into the allegations set forth in the demand or complaint, the court may stay a derivative proceeding. (2013-157, s. 2.)

(a) The court shall dismiss a derivative proceeding on motion of the LLC if one of the groups specified in subsection (b) or (f) of this section determines after conducting an inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in…

(a) A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the LLC's members, the court shall direct that notice be given to the membe…

On termination of the derivative proceeding, the court may do any of the following: (1) Order the LLC to pay the plaintiff's expenses, including attorneys' fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the LLC. (2) Order…

In any derivative proceeding in the right of a foreign LLC, the matters covered by this Article will be governed by the law of the jurisdiction of the foreign LLC's organization except for the matters governed by G.S. 57D-8-02, 57D-8-04, and 57D-8-05. (2013-157, s. 2.)

In any derivative proceeding, no member is entitled to obtain or have access to any communication within the scope of the LLC's attorney-client privilege that could not be obtained by, or would not be accessible to, a party in a proceeding other than on behalf of the LLC. (2013-1…

Unless otherwise specifically provided, the following definitions apply in this Article: (1) Articles of organization and conversion. - The document filed by the Secretary of State under G.S. 57D-9-22 for the purpose of converting an eligible entity into an LLC. (2) Converting en…

(a) An eligible entity other than an LLC may convert to an LLC if both of the following requirements are met: (1) The conversion is permitted by the law governing the organization and internal affairs of the converting entity. (2) The converting entity complies with the requireme…

(a) The converting entity must approve a written plan of conversion containing the following: (1) The name, type of entity, and jurisdiction whose law governs the organization and internal affairs of the converting entity immediately before the conversion. (2) A statement that th…

(a) After a plan of conversion has been approved by the converting entity as provided in G.S. 57D-9-21, the converting entity shall deliver articles of organization and conversion to the Secretary of State for filing. The articles of organization and conversion must contain (i) t…

(a) The conversion takes effect when the articles of organization and conversion of the converting entity filed by the Secretary of State become effective, at which time the following shall occur: (1) The converting entity ceases its prior form of organization and continues in ex…

An LLC may convert to a different eligible entity if both of the following requirements are met: (1) The conversion is permitted by the law that will govern the organization and internal affairs of the surviving entity. (2) The converting LLC complies with the requirements of thi…

(a) The converting LLC must approve a written plan of conversion containing the following: (1) The name of the converting LLC immediately before the conversion. (2) The name the surviving entity will have, the type of entity it will be, and the jurisdiction whose law will govern …

(a) After a plan of conversion has been approved by the converting LLC as provided in G.S. 57D-9-31, the converting LLC shall deliver articles of conversion to the Secretary of State for filing. The articles of conversion must contain the following information: (1) The name of th…

(a) When the conversion takes effect, the following shall occur: (1) The converting LLC ceases its prior form of organization and continues in existence as the surviving entity. (2) The title to all real estate and other property owned by the converting LLC continues to be vested…

An LLC may merge with one or more other eligible entities if both of the following requirements are met: (1) The merger is permitted by the law governing the organization and internal affairs of each other merging entity. (2) Each merging entity complies with the requirements of …

(a) Each merging entity must approve a written plan of merger containing all of the following: (1) The name, type of entity, and jurisdiction whose law governs the organization and internal affairs of each merging entity immediately before the merger. (2) The name of the survivin…

(a) After a plan of merger has been approved by each merging entity as provided in G.S. 57D-9-41, the surviving entity shall deliver articles of merger to the Secretary of State for filing. The articles of merger shall state the following: (1) The name, type of entity, and jurisd…

(a) When the merger takes effect, the following shall occur: (1) Each merging entity other than the surviving entity merges into the surviving entity, and the separate existence of each merging entity other than the surviving entity ceases. (2) The title to all real estate and ot…