Chapter 57C North Carolina Limited Liability Company Act
Article 1 - General Provisions.
- § 57C-1-01 Short title
This Chapter is the "North Carolina Limited Liability Company Act" and may be cited by that name. (1993, c. 354, s. 1.)
- § 57C-1-02 Reservation of power to amend or repeal
The General Assembly has power to amend or repeal all or part of this Chapter at any time and all domestic limited liability companies and...
- § 57C-1-03 Definitions
The following definitions apply in this Chapter, unless otherwise specifically provided: (1) Articles of organization. The document filed under G.S. 57C‑2‑20 of this Chapter for...
- § 57C-1-04 through 57C-1-19 Reserved for future codification purposes
- § 57C-1-20 Filing requirements
(a) A document required or permitted by this Chapter to be filed by the Secretary of State must be filed under Chapter 55D of the...
- § 57C-1-21 Forms
(a) The Secretary of State may promulgate and furnish on request forms for: (1) An application for a certificate of existence; (2) A foreign limited...
- § 57C-1-22 Filing, service, and copying fees
(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...
- § 57C-1-22.1 through 57C-1-22.2 Repealed by Session Laws 2001-358, s. 8(b), effective January 1, 2002
- § 57C-1-23 through 57C-1-27 Repealed by Session Laws 2001-358, s. 8(b), effective January 1, 2002
- § 57C-1-28 Certificate of existence
(a) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic limited liability company or a certificate of...
- § 57C-1-29 Repealed by Session Laws 2001-358, s. 8(b), effective January 1, 2002
- § 57C-1-30 Powers of the Secretary of State
The Secretary of State has the power reasonably necessary to perform the duties required by this Chapter. (1993, c. 354, s. 1.)
- § 57C-1-31 Interrogatories by Secretary of State
The Secretary of State may propound to any foreign or domestic limited liability company that the Secretary of State has reason to believe is subject...
- § 57C-1-32 Penalties imposed upon domestic and foreign limited liability companies for failure to answer interrogatories
(a) If a foreign or domestic limited liability company fails or refuses to answer truthfully and fully within the time prescribed in this Chapter interrogatories...
- § 57C-1-33 Information disclosed by interrogatories
Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection nor shall the Secretary of State disclose...
Article 2 - Purposes, Powers, Formation, Annual Report, Name, Registered Office, and Agent.
Article 3 - Membership and Management.
- § 57C-3-01 Admission of members
(a) Unless the articles of organization of a limited liability company provide otherwise, each person executing the articles of organization of a limited liability company...
- § 57C-3-02 Cessation of membership
Unless otherwise provided in this Chapter, the articles of organization, or a written operating agreement, a person who has ceased to be a member shall...
- § 57C-3-03 Voting of members
Except as provided in the articles of organization or a written operating agreement, the affirmative vote, approval, agreement, or consent of all members shall be...
- § 57C-3-04 Members' access to information; records
(a) Each member has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished, at what time...
- § 57C-3-05 Members bound by operating agreements
A member shall be bound by any operating agreement, including any amendment thereto, otherwise valid under this Chapter and other applicable law, (i) to which...
- § 57C-3-06 through 57C-3-19 Reserved for future codification purposes
- § 57C-3-20 Determination of managers; management
(a) Unless the articles of organization provide otherwise, all members by virtue of their status as members shall be managers of the limited liability company,...
- § 57C-3-21 Qualification, designation, and removal of managers
Subject to G.S. 57C‑3‑20(a), the articles of organization or a written operating agreement may set forth the number and qualification of managers and the manner...
- § 57C-3-22 Duties of managers
(a) The provisions of this section are all subject to G.S. 57C‑3‑30. (b) A manager shall discharge his duties as manager in good faith, with...
- § 57C-3-23 Agency power of managers
Every manager is an agent of the limited liability company for the purpose of its business, and the act of every manager, including execution in...
- § 57C-3-24 Delegation of authority of managers
(a) The authority of a manager or the managers to act on behalf of the limited liability company may be delegated by such manager or...
- § 57C-3-25 Identity of managers, authentication of records, and execution of documents
(a) Any person dealing with a limited liability company or a foreign limited liability company may rely conclusively upon its most recent annual report and...
- § 57C-3-26 through 57C-3-29 Reserved for future codification purposes
- § 57C-3-30 Liability to third parties of members, managers, directors, and executives; parties to actions; governing law
(a) A person who is a member, manager, director, executive, or any combination thereof of a limited liability company is not liable for the obligations...
- § 57C-3-31 Mandatory indemnification of managers, directors, executives, and members
(a) Unless otherwise provided in the articles of organization or a written operating agreement, a limited liability company must indemnify every manager, director, and executive...
- § 57C-3-32 Limitation of liability of managers, directors, executives, and members and permissive indemnification of managers, directors, executives, and members; insurance
(a) Subject to subsection (b) of this section, the articles of organization or a written operating agreement may: (1) Eliminate or limit the personal liability...
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...
