North Carolina Statutes

Chapter 57C North Carolina Limited Liability Company Act

Article 1 - General Provisions.

Article 2 - Purposes, Powers, Formation, Annual Report, Name, Registered Office, and Agent.

Article 3 - Membership and Management.

Article 4 - Finance.

  • § 57C-4-01   Contributions to capital
    The contribution of a member may be in the form of any tangible or intangible property or benefit to the limited liability company that a...
  • § 57C-4-02   Liability for contribution
    (a) A promise by a member to contribute to the limited liability company is not enforceable unless set out in a writing signed by the...
  • § 57C-4-03   Allocation of income, gain, loss, deduction, or credit
    Income, gain, loss, deduction, or credit of a limited liability company shall be allocated among the members, and among classes of members, in the manner...
  • § 57C-4-04   Interim distributions
    Except as provided in this Chapter, a member is entitled to receive distributions from a limited liability company before the withdrawal of the member from...
  • § 57C-4-05   Distribution in kind
    Except as provided in an operating agreement: (1) A member, regardless of the nature of the member's contribution, has no right to demand or receive...
  • § 57C-4-06   Restrictions on making distributions
    (a) No distribution may be made if, after giving effect to the distribution: (1) The limited liability company would not be able to pay its...
  • § 57C-4-07   Liability upon wrongful distribution
    (a) A manager or director who votes for or assents to a distribution in violation of G.S. 57C‑4‑06 or a written operating agreement is personally...
  • § 57C-4-08   Right to distribution
    Subject to the provisions of this Article, at the time a member becomes entitled to receive a distribution, the member has the status of, and...

Article 5 - Assignment of Membership Interests; Withdrawal.

  • § 57C-5-01   Nature of membership interest
    A membership interest is personal property. A member has no interest in specific limited liability company property. (1993, c. 354, s. 1.)
  • § 57C-5-02   Assignment of membership interest
    Except as provided in the articles of organization or a written operating agreement, a membership interest is assignable in whole or in part. An assignment...
  • § 57C-5-03   Rights of judgment creditor
    On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member...
  • § 57C-5-04   Right of assignee to become a member
    (a) An assignee of an interest in a limited liability company may become a member only with the assignee's consent and, except as otherwise provided...
  • § 57C-5-05   Powers of legal representative of a deceased, incompetent, or dissolved member
    Unless otherwise provided in the articles of organization or a written operating agreement, if a member who is an individual dies or a court of...
  • § 57C-5-06   Voluntary withdrawal of member
    A member may withdraw only at the time or upon the happening of the events specified in the articles of organization or a written operating...
  • § 57C-5-07   Distribution upon withdrawal
    Except as provided in and to the extent provided under this Chapter, upon withdrawal, any withdrawing member is entitled to receive any distribution to which...

Article 6 - Dissolution.

  • § 57C-6-01   Dissolution
    A limited liability company is dissolved and its affairs shall be wound up at or upon the first to occur of the following: (1) The...
  • § 57C-6-02   Grounds for judicial dissolution
    The superior court may dissolve a limited liability company in a proceeding by the following: (1) The Attorney General if it is established that (i)...
  • § 57C-6-02.1   Procedure for judicial dissolution
    (a) Venue for a proceeding to dissolve a limited liability company lies in the county where the limited liability company's principal office (or, if none...
  • § 57C-6-02.2   Receivership
    (a) A court in a judicial proceeding brought to dissolve a limited liability company may appoint one or more receivers to wind up or to...
  • § 57C-6-02.3   Decree of dissolution
    (a) If, after a hearing, the court determines that one or more grounds for judicial dissolution described in G.S. 57C‑6‑02 exist, it may enter a...
  • § 57C-6-03   Administrative dissolution
    (a) The Secretary of State may administratively dissolve a limited liability company if the Secretary of State determines that: (1) The limited liability company has...
  • § 57C-6-03.1   Repealed by Session Laws 1998-228, s. 17
  • § 57C-6-04   Winding up
    (a) Except as otherwise provided in this Chapter, the articles of organization, or a written operating agreement, the managers shall wind up the limited liability...
  • § 57C-6-05   Distribution of assets
    Upon the winding up of a limited liability company, its assets shall be applied as follows: (1) To creditors, including members who are creditors, to...
  • § 57C-6-06   Articles of dissolution
    Upon the dissolution and the commencement of winding up of the limited liability company, articles of dissolution shall be filed in the Office of the...
  • § 57C-6-06.1   Cancellation of articles of dissolution
    After the filing of articles of dissolution by a limited liability company dissolved pursuant to G.S. 57C‑6‑01(4) because of the happening of an event of...
  • § 57C-6-07   Known claims against dissolved limited liability company
    (a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved...
  • § 57C-6-08   Unknown and certain other claims against dissolved limited liability company
    (a) A dissolved limited liability company that has filed articles of dissolution may also publish notice of its dissolution and request that persons with claims...
  • § 57C-6-09   Enforcement of claims
    (a) A claim under G.S. 57C‑6‑07 or G.S. 57C‑6‑08 may be enforced: (1) Against the dissolved limited liability company, to the extent of its undistributed...

Article 7 - Foreign Limited Liability Companies.

Article 8 - Derivative Actions.

  • § 57C-8-01   Members' derivative actions
    (a) A member may bring an action in the superior court of this State in the right of any domestic or foreign limited liability company...

Article 9 - Merger.

Article 9A - Conversion and Merger.

  • § 57C-9A-01   Conversion
    A business entity other than a domestic limited liability company may convert to a domestic limited liability company if: (1) The conversion is permitted by...
  • § 57C-9A-02   Plan of conversion
    (a) The converting business entity shall approve a written plan of conversion containing: (1) The name of the resulting domestic limited liability company into which...
  • § 57C-9A-03   Filing of articles of organization by converting business entity
    (a) After a plan of conversion has been approved by the converting business entity as provided in G.S. 57C‑9A‑02, the converting business entity shall deliver...
  • § 57C-9A-04   Effects of conversion
    When the conversion takes effect: (1) The converting business entity ceases its prior form of organization and continues in existence as the resulting domestic limited...
  • § 57C-9A-05 through 57C-9A-09   Reserved for future codification purposes
  • § 57C-9A-10   Conversion
    A domestic limited liability company may convert to a different business entity if: (1) The conversion is permitted by the laws of the state or...
  • § 57C-9A-11   Plan of conversion
    (a) The converting domestic limited liability company shall approve a written plan of conversion containing: (1) The name of the converting domestic limited liability company;...
  • § 57C-9A-12   Articles of conversion
    (a) After a plan of conversion has been approved by the converting domestic limited liability company as provided in G.S. 57C‑9A‑11, the converting domestic limited...
  • § 57C-9A-13   Effects of conversion
    (a) When the conversion takes effect: (1) The converting domestic limited liability company ceases its prior form of organization and continues in existence as the...
  • § 57C-9A-14 through 57C-9A-19   Reserved for future codification purposes
  • § 57C-9A-20   Merger
    A domestic limited liability company may merge with one or more other domestic limited liability companies or other business entities if: (1) The merger is...
  • § 57C-9A-21   Plan of merger
    (a) Each merging domestic limited liability company and each other merging business entity shall approve a written plan of merger containing: (1) For each merging...
  • § 57C-9A-22   Articles of merger
    (a) After a plan of merger has been approved by each merging domestic limited liability company and each other merging business entity as provided in...
  • § 57C-9A-23   Effects of merger
    (a) When the merger takes effect: (1) Each other merging business entity merges into the surviving business entity, and the separate existence of each merging...
  • § 57C-9A-24 through 57C-9A-29   Reserved for future codification purposes

Article 10 - Miscellaneous.

  • § 57C-10-01   Execution by judicial act
    Any person who is adversely affected by the failure or refusal of any person to execute and file any articles or other document to be...
  • § 57C-10-02   Applicability of provisions to foreign and interstate commerce
    The provisions of this Chapter shall apply to determine the rights and obligations of a limited liability company formed hereunder in commerce with foreign nations...
  • § 57C-10-03   Rules of construction
    (a) The rules that statutes in derogation of the common law are to be strictly construed shall have no application to this Chapter. (b) The...
  • § 57C-10-04   Jurisdiction of the superior courts
    The superior courts shall have jurisdiction to enforce the provisions of this Chapter. (1993, c. 354, s. 1.)
  • § 57C-10-05   Rules for cases not provided for in this Chapter
    In any case not provided for in this Chapter, the rules of law and equity shall govern. (1993, c. 354, s. 1.)
  • § 57C-10-06   Income taxation
    A limited liability company, a foreign limited liability company authorized to transact business in this State, and a member of one of these companies are...
  • § 57C-10-07   Intent
    It is the intent of the General Assembly that the legal existence of limited liability companies formed under this Chapter be recognized outside the boundaries...