Chapter 57D - North Carolina Limited Liability Company Act.

The General Statutes include changes through September 27, 2019.

General Statutes published on this website are not official. Please read the caveats for more information.

Please select a chapter
Please enter search text
Please select a results type
* (Example: 17D-4)
Please enter a citation number
Chapter 57D
 Chapter HTML  Chapter PDF
Article 1 - General Provisions.
G.S. 57D-1-01
§ 57D-1-01. Short title.
G.S. 57D-1-02
§ 57D-1-02. Governing law; jurisdiction of the superior courts; intent; reservation of power to amend or repeal.
G.S. 57D-1-03
§ 57D-1-03. Definitions.
G.S. 57D-1-20
§ 57D-1-20. Filing requirements.
G.S. 57D-1-21
§ 57D-1-21. Forms.
G.S. 57D-1-22
§ 57D-1-22. Filing, service, and copying fees.
G.S. 57D-1-23
§ 57D-1-23. Execution by judicial act.
G.S. 57D-1-24
§ 57D-1-24. Certificate of existence; certificate of authorization.
Modified by:
G.S. 57D-1-30
§ 57D-1-30. Powers of the Secretary of State.
G.S. 57D-1-31
§ 57D-1-31. Interrogatories by Secretary of State.
G.S. 57D-1-32
§ 57D-1-32. Penalties imposed on limited liability companies for failure to answer interrogatories.
G.S. 57D-1-33
§ 57D-1-33. Information disclosed by interrogatories.
Article 2 - Purposes, Powers, Formation, Annual Report, Name, Registered Office, and Agent.
G.S. 57D-2-01
§ 57D-2-01. Nature, purposes, duration, existence.
G.S. 57D-2-02
§ 57D-2-02. Professional limited liability companies.
G.S. 57D-2-03
§ 57D-2-03. Powers of the LLC.
G.S. 57D-2-20
§ 57D-2-20. Formation.
G.S. 57D-2-21
§ 57D-2-21. Articles of organization.
G.S. 57D-2-22
§ 57D-2-22. Amendment of articles of organization.
G.S. 57D-2-23
§ 57D-2-23. Restated articles of organization.
G.S. 57D-2-24
§ 57D-2-24. Annual report for Secretary of State.
G.S. 57D-2-25
§ 57D-2-25. Report of veteran-owned small businesses and service-disabled veteran-owned small businesses.
G.S. 57D-2-30
§ 57D-2-30. Scope, function, and limitations of operating agreements.
G.S. 57D-2-31
§ 57D-2-31. Parties to, and other persons subject to or having rights under, the operating agreement.
G.S. 57D-2-32
§ 57D-2-32. Remedies for breach of operating agreement or occurrence of identified events; reliance on operating agreement.
G.S. 57D-2-40
§ 57D-2-40. Registered office and registered agent.
Article 3 - Membership and Management.
G.S. 57D-3-01
§ 57D-3-01. Admission of members; economic interest owners.
G.S. 57D-3-02
§ 57D-3-02. Cessation of membership.
Modified by:
G.S. 57D-3-03
§ 57D-3-03. Approval of members.
G.S. 57D-3-04
§ 57D-3-04. Information rights.
G.S. 57D-3-20
§ 57D-3-20. Management; managers.
G.S. 57D-3-21
§ 57D-3-21. Duties of company officials; standards of conduct.
G.S. 57D-3-22
§ 57D-3-22. Delegation of authority of managers and other company officials.
G.S. 57D-3-23
§ 57D-3-23. Application to company officials.
G.S. 57D-3-30
§ 57D-3-30. Liability of members, managers, and other company officials to third parties.
G.S. 57D-3-31
§ 57D-3-31. Indemnification.
Article 4 - Contributions and Distributions.
G.S. 57D-4-01
§ 57D-4-01. Form of contributions.
G.S. 57D-4-02
§ 57D-4-02. Liability for contributions.
G.S. 57D-4-03
§ 57D-4-03. Interim distributions.
G.S. 57D-4-04
§ 57D-4-04. Distribution in kind.
G.S. 57D-4-05
§ 57D-4-05. Restrictions on making distributions.
G.S. 57D-4-06
§ 57D-4-06. Liability for wrongful distributions.
G.S. 57D-4-07
§ 57D-4-07. Right to distribution.
Article 5 - Transfer of Ownership Interests; Withdrawal.
G.S. 57D-5-01
§ 57D-5-01. Nature of ownership interest.
G.S. 57D-5-02
§ 57D-5-02. Transfer of economic interests.
G.S. 57D-5-03
§ 57D-5-03. Rights of judgment creditor.
G.S. 57D-5-04
§ 57D-5-04. Certain rights and liabilities of economic interest owners and transferors of ownership interests.
G.S. 57D-5-05
§ 57D-5-05. No right to voluntarily withdraw capital or terminate obligations.
Article 6 - Dissolution.
G.S. 57D-6-01
§ 57D-6-01. Dissolution.
G.S. 57D-6-02
§ 57D-6-02. Grounds for judicial dissolution.
G.S. 57D-6-03
§ 57D-6-03. Procedure for judicial dissolution.
G.S. 57D-6-04
§ 57D-6-04. Receivership.
G.S. 57D-6-05
§ 57D-6-05. Decree of judicial dissolution.
G.S. 57D-6-06
§ 57D-6-06. Administrative dissolution.
G.S. 57D-6-07
§ 57D-6-07. Winding up.
G.S. 57D-6-08
§ 57D-6-08. Marshaling of assets.
G.S. 57D-6-09
§ 57D-6-09. Articles of dissolution.
G.S. 57D-6-10
§ 57D-6-10. Known claims against dissolved LLC.
G.S. 57D-6-11
§ 57D-6-11. Unknown and certain other claims against dissolved LLC.
G.S. 57D-6-12
§ 57D-6-12. Enforcement of claims.
G.S. 57D-6-13
§ 57D-6-13. Court proceedings for contingent claims.
Article 7 - Foreign LLCs.
G.S. 57D-7-01
§ 57D-7-01. Authority to transact business.
G.S. 57D-7-02
§ 57D-7-02. Consequences of transacting business without authority.
G.S. 57D-7-03
§ 57D-7-03. Application for certificate of authority.
G.S. 57D-7-04
§ 57D-7-04. Amended certificate of authority.
G.S. 57D-7-05
§ 57D-7-05. Effect of certificate of authority.
G.S. 57D-7-06
§ 57D-7-06. Registered office and registered agent of foreign LLC.
G.S. 57D-7-20
§ 57D-7-20. Withdrawal of foreign LLC.
G.S. 57D-7-21
§ 57D-7-21. Withdrawal of foreign LLC by reason of a merger, consolidation, or conversion; qualification of successor.
G.S. 57D-7-22
§ 57D-7-22. Authority of Attorney General.
G.S. 57D-7-30
§ 57D-7-30. Grounds for revocation.
G.S. 57D-7-31
§ 57D-7-31. Procedure for and effect of revocation.
G.S. 57D-7-32
§ 57D-7-32. Appeal from revocation.
G.S. 57D-7-33
§ 57D-7-33. Inapplicability of Administrative Procedure Act.
Article 8 - Derivative Actions.
G.S. 57D-8-01
§ 57D-8-01. Member derivative actions.
G.S. 57D-8-02
§ 57D-8-02. Stay of proceedings.
G.S. 57D-8-03
§ 57D-8-03. Dismissal.
G.S. 57D-8-04
§ 57D-8-04. Discontinuance or settlement.
G.S. 57D-8-05
§ 57D-8-05. Payment of expenses.
G.S. 57D-8-06
§ 57D-8-06. Applicability to foreign LLCs.
G.S. 57D-8-07
§ 57D-8-07. Privileged communications.
Article 9 - Conversion and Merger.
G.S. 57D-9-01
§ 57D-9-01. Definitions.
G.S. 57D-9-20
§ 57D-9-20. Conversion.
G.S. 57D-9-21
§ 57D-9-21. Plan of conversion.
G.S. 57D-9-22
§ 57D-9-22. Filing of articles of organization and conversion by the converting entity.
G.S. 57D-9-23
§ 57D-9-23. Effective date; effects of conversion.
G.S. 57D-9-30
§ 57D-9-30. Conversion.
G.S. 57D-9-31
§ 57D-9-31. Plan of conversion.
G.S. 57D-9-32
§ 57D-9-32. Articles of conversion.
G.S. 57D-9-33
§ 57D-9-33. Effects of conversion.
G.S. 57D-9-40
§ 57D-9-40. Merger.
G.S. 57D-9-41
§ 57D-9-41. Plan of merger.
G.S. 57D-9-42
§ 57D-9-42. Articles of merger.
G.S. 57D-9-43
§ 57D-9-43. Effects of merger.
Article 10 - Miscellaneous.
G.S. 57D-10-01
§ 57D-10-01. Purpose; public policy.
G.S. 57D-10-02
§ 57D-10-02. Rules of construction; coordination with other law.
Article 11 - Transition Provisions.
G.S. 57D-11-01
§ 57D-11-01. Applicability of act.
G.S. 57D-11-02
§ 57D-11-02. Application to qualified foreign LLCs.
G.S. 57D-11-03
§ 57D-11-03. Saving provisions.