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Article 1 - General Provisions.
§ 57D-1-01 - Short title. - 57D-1-01. Short title. This Chapter is the "North Carolina Limited...
§ 57D-1-02 - Governing law; jurisdiction of the superior courts; intent; reservation of power to amend or repeal. - 57D-1-02. Governing law; jurisdiction of the superior courts; intent; reservation...
§ 57D-1-03 - Definitions. - 57D-1-03. Definitions. Unless otherwise specifically provided, the following definitions apply...
§ 57D-1-20 - Filing requirements. - 57D-1-20. Filing requirements. (a) A document required or permitted by...
§ 57D-1-21 - Forms. - 57D-1-21. Forms. (a) The Secretary of State may promulgate and...
§ 57D-1-22 - Filing, service, and copying fees. - 57D-1-22. Filing, service, and copying fees. (a) The Secretary of...
§ 57D-1-23 - Execution by judicial act. - 57D-1-23. Execution by judicial act. Any person who is adversely...
§ 57D-1-24 - Certificate of existence; certificate of authorization. - 57D-1-24. Certificate of existence; certificate of authorization. (a) Anyone may...
§ 57D-1-30 - Powers of the Secretary of State. - 57D-1-30. Powers of the Secretary of State. The Secretary of...
§ 57D-1-31 - Interrogatories by Secretary of State. - 57D-1-31. Interrogatories by Secretary of State. The Secretary of State...
§ 57D-1-32 - Penalties imposed on limited liability companies for failure to answer interrogatories. - 57D-1-32. Penalties imposed on limited liability companies for failure to...
§ 57D-1-33 - Information disclosed by interrogatories. - 57D-1-33. Information disclosed by interrogatories. Interrogatories propounded by the Secretary...
Article 2 - Purposes, Powers, Formation, Annual Report, Name, Registered Office, and Agent.
§ 57D-2-01 - Nature, purposes, duration, existence. - 57D-2-01. Nature, purposes, duration, existence. (a) An LLC is an...
§ 57D-2-02 - Professional limited liability companies. - 57D-2-02. Professional limited liability companies. (a) Except as set forth...
§ 57D-2-03 - Powers of the LLC. - 57D-2-03. Powers of the LLC. Unless this Chapter provides otherwise...
§ 57D-2-20 - Formation. - 57D-2-20. Formation. (a) One or more persons may cause an...
§ 57D-2-21 - Articles of organization. - 57D-2-21. Articles of organization. (a) The articles of organization must...
§ 57D-2-22 - Amendment of articles of organization. - 57D-2-22. Amendment of articles of organization. (a) An LLC may...
§ 57D-2-23 - Restated articles of organization. - 57D-2-23. Restated articles of organization. (a) An LLC may restate...
§ 57D-2-24 - Annual report for Secretary of State. - 57D-2-24. Annual report for Secretary of State. (a) Excluding professional...
§ 57D-2-25 - Report of veteran-owned small businesses and service-disabled veteran-owned small businesses. - 57D-2-25. Report of veteran-owned small businesses and service-disabled veteran-owned small...
§ 57D-2-30 - Scope, function, and limitations of operating agreements. - 57D-2-30. Scope, function, and limitations of operating agreements. (a) The...
§ 57D-2-31 - Parties to, and other persons subject to or having rights under, the operating agreement. - 57D-2-31. Parties to, and other persons subject to or having...
§ 57D-2-32 - Remedies for breach of operating agreement or occurrence of identified events; reliance on operating agreement. - 57D-2-32. Remedies for breach of operating agreement or occurrence of...
§ 57D-2-40 - Registered office and registered agent. - 57D-2-40. Registered office and registered agent. Each LLC must maintain...
Article 3 - Membership and Management.
§ 57D-3-01 - Admission of members; economic interest owners. - 57D-3-01. Admission of members; economic interest owners. (a) A person...
§ 57D-3-02 - Cessation of membership. - 57D-3-02. Cessation of membership. (a) A person ceases to be...
§ 57D-3-03 - Approval of members. - 57D-3-03. Approval of members. The approval of all members is...
§ 57D-3-04 - Information rights. - 57D-3-04. Information rights. (a) Subject to the other provisions of...
§ 57D-3-20 - Management; managers. - 57D-3-20. Management; managers. (a) The management of an LLC and...
§ 57D-3-21 - Duties of company officials; standards of conduct. - 57D-3-21. Duties of company officials; standards of conduct. (a) The...
§ 57D-3-22 - Delegation of authority of managers and other company officials. - 57D-3-22. Delegation of authority of managers and other company officials....
§ 57D-3-23 - Application to company officials. - 57D-3-23. Application to company officials. G.S. 57D-3-20(e), 57D-3-21, and 57D-3-22...
§ 57D-3-30 - Liability of members, managers, and other company officials to third parties. - 57D-3-30. Liability of members, managers, and other company officials to...
§ 57D-3-31 - Indemnification. - 57D-3-31. Indemnification. (a) An LLC shall indemnify a person who...
Article 4 - Contributions and Distributions.
§ 57D-4-01 - Form of contributions. - 57D-4-01. Form of contributions. An interest owner may make contributions...
§ 57D-4-02 - Liability for contributions. - 57D-4-02. Liability for contributions. If an interest owner has contributed...
§ 57D-4-03 - Interim distributions. - 57D-4-03. Interim distributions. Distributions to interest owners before the dissolution...
§ 57D-4-04 - Distribution in kind. - 57D-4-04. Distribution in kind. An LLC may distribute property other...
§ 57D-4-05 - Restrictions on making distributions. - 57D-4-05. Restrictions on making distributions. (a) No distribution may be...
§ 57D-4-06 - Liability for wrongful distributions. - 57D-4-06. Liability for wrongful distributions. (a) If a distribution is...
§ 57D-4-07 - Right to distribution. - 57D-4-07. Right to distribution. An interest owner who is entitled...
Article 5 - Transfer of Ownership Interests; Withdrawal.
§ 57D-5-01 - Nature of ownership interest. - 57D-5-01. Nature of ownership interest. An ownership interest is personal...
§ 57D-5-02 - Transfer of economic interests. - 57D-5-02. Transfer of economic interests. An economic interest is transferable...
§ 57D-5-03 - Rights of judgment creditor. - 57D-5-03. Rights of judgment creditor. (a) On application to a...
§ 57D-5-04 - Certain rights and liabilities of economic interest owners and transferors of ownership interests. - 57D-5-04. Certain rights and liabilities of economic interest owners and...
§ 57D-5-05 - No right to voluntarily withdraw capital or terminate obligations. - 57D-5-05. No right to voluntarily withdraw capital or terminate obligations....
Article 6 - Dissolution.
§ 57D-6-01 - Dissolution. - 57D-6-01. Dissolution. An LLC is dissolved upon the occurrence of...
§ 57D-6-02 - Grounds for judicial dissolution. - 57D-6-02. Grounds for judicial dissolution. The superior court may dissolve...
§ 57D-6-03 - Procedure for judicial dissolution. - 57D-6-03. Procedure for judicial dissolution. (a) A proceeding under G.S....
§ 57D-6-04 - Receivership. - 57D-6-04. Receivership. (a) The court in a proceeding brought under...
§ 57D-6-05 - Decree of judicial dissolution. - 57D-6-05. Decree of judicial dissolution. (a) If after a hearing...
§ 57D-6-06 - Administrative dissolution. - 57D-6-06. Administrative dissolution. (a) The Secretary of State may administratively...
§ 57D-6-07 - Winding up. - 57D-6-07. Winding up. (a) After its dissolution, an LLC shall...
§ 57D-6-08 - Marshaling of assets. - 57D-6-08. Marshaling of assets. During the winding up of an...
§ 57D-6-09 - Articles of dissolution. - 57D-6-09. Articles of dissolution. Upon dissolution of an LLC, the...
§ 57D-6-10 - Known claims against dissolved LLC. - 57D-6-10. Known claims against dissolved LLC. (a) A dissolved LLC...
§ 57D-6-11 - Unknown and certain other claims against dissolved LLC. - 57D-6-11. Unknown and certain other claims against dissolved LLC. (a)...
§ 57D-6-12 - Enforcement of claims. - 57D-6-12. Enforcement of claims. (a) A claim against a dissolved...
§ 57D-6-13 - Court proceedings for contingent claims. - 57D-6-13. Court proceedings for contingent claims. (a) A dissolved LLC...
Article 7 - Foreign LLCs.
§ 57D-7-01 - Authority to transact business. - 57D-7-01. Authority to transact business. (a) A foreign LLC may...
§ 57D-7-02 - Consequences of transacting business without authority. - 57D-7-02. Consequences of transacting business without authority. (a) No foreign...
§ 57D-7-03 - Application for certificate of authority. - 57D-7-03. Application for certificate of authority. (a) A foreign LLC...
§ 57D-7-04 - Amended certificate of authority. - 57D-7-04. Amended certificate of authority. (a) A foreign LLC authorized...
§ 57D-7-05 - Effect of certificate of authority. - 57D-7-05. Effect of certificate of authority. (a) A certificate of...
§ 57D-7-06 - Registered office and registered agent of foreign LLC. - 57D-7-06. Registered office and registered agent of foreign LLC. Each...
§ 57D-7-20 - Withdrawal of foreign LLC. - 57D-7-20. Withdrawal of foreign LLC. (a) A foreign LLC authorized...
§ 57D-7-21 - Withdrawal of foreign LLC by reason of a merger, consolidation, or conversion; qualification of successor. - 57D-7-21. Withdrawal of foreign LLC by reason of a merger,...
§ 57D-7-22 - Authority of Attorney General. - 57D-7-22. Authority of Attorney General. The Attorney General may maintain...
§ 57D-7-30 - Grounds for revocation. - 57D-7-30. Grounds for revocation. (a) The Secretary of State may...
§ 57D-7-31 - Procedure for and effect of revocation. - 57D-7-31. Procedure for and effect of revocation. (a) If the...
§ 57D-7-32 - Appeal from revocation. - 57D-7-32. Appeal from revocation. (a) A foreign LLC may appeal...
§ 57D-7-33 - Inapplicability of Administrative Procedure Act. - 57D-7-33. Inapplicability of Administrative Procedure Act. The Administrative Procedure Act...
Article 8 - Derivative Actions.
§ 57D-8-01 - Member derivative actions. - 57D-8-01. Member derivative actions. (a) Subject to the provisions of...
§ 57D-8-02 - Stay of proceedings. - 57D-8-02. Stay of proceedings. If the LLC commences an inquiry...
§ 57D-8-03 - Dismissal. - 57D-8-03. Dismissal. (a) The court shall dismiss a derivative proceeding...
§ 57D-8-04 - Discontinuance or settlement. - 57D-8-04. Discontinuance or settlement. (a) A derivative proceeding may not...
§ 57D-8-05 - Payment of expenses. - 57D-8-05. Payment of expenses. On termination of the derivative proceeding,...
§ 57D-8-06 - Applicability to foreign LLCs. - 57D-8-06. Applicability to foreign LLCs. In any derivative proceeding in...
§ 57D-8-07 - Privileged communications. - 57D-8-07. Privileged communications. In any derivative proceeding, no member is...
Article 9 - Conversion and Merger.
§ 57D-9-01 - Definitions. - 57D-9-01. Definitions. Unless otherwise specifically provided, the following definitions apply...
§ 57D-9-20 - Conversion. - 57D-9-20. Conversion. (a) An eligible entity other than an LLC...
§ 57D-9-21 - Plan of conversion. - 57D-9-21. Plan of conversion. (a) The converting entity must approve...
§ 57D-9-22 - Filing of articles of organization and conversion by the converting entity. - 57D-9-22. Filing of articles of organization and conversion by the...
§ 57D-9-23 - Effective date; effects of conversion. - 57D-9-23. Effective date; effects of conversion. (a) The conversion takes...
§ 57D-9-30 - Conversion. - 57D-9-30. Conversion. An LLC may convert to a different eligible...
§ 57D-9-31 - Plan of conversion. - 57D-9-31. Plan of conversion. (a) The converting LLC must approve...
§ 57D-9-32 - Articles of conversion. - 57D-9-32. Articles of conversion. (a) After a plan of conversion...
§ 57D-9-33 - Effects of conversion. - 57D-9-33. Effects of conversion. (a) When the conversion takes effect,...
§ 57D-9-40 - Merger. - 57D-9-40. Merger. An LLC may merge with one or more...
§ 57D-9-41 - Plan of merger. - 57D-9-41. Plan of merger. (a) Each merging entity must approve...
§ 57D-9-42 - Articles of merger. - 57D-9-42. Articles of merger. (a) After a plan of merger...
§ 57D-9-43 - Effects of merger. - 57D-9-43. Effects of merger. (a) When the merger takes effect,...
Article 10 - Miscellaneous.
§ 57D-10-01 - Purpose; public policy. - 57D-10-01. Purpose; public policy. (a) This Chapter is to be...
§ 57D-10-02 - Rules of construction; coordination with other law. - 57D-10-02. Rules of construction; coordination with other law. (a) Unless...
Article 11 - Transition Provisions.
§ 57D-11-01 - Applicability of act. - 57D-11-01. Applicability of act. The provisions of this Chapter apply...
§ 57D-11-02 - Application to qualified foreign LLCs. - 57D-11-02. Application to qualified foreign LLCs. A foreign LLC authorized...
§ 57D-11-03 - Saving provisions. - 57D-11-03. Saving provisions. (a) The existence of LLCs formed before...