reglab/housing_qa huggingface dataset:
NC Gen Stat § 57D-2-22 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 2 - Purposes, Powers, Formation, Annual Report, Name, Registered Office, and Agent.|§ 57D-2-22 - Amendment of articles of organization.

 57D-2-22. Amendment of articles of organization.(a) An LLC may amend its articles of organization to add or change a provision that is required or permitted in the articles of organization or to delete a provision that is not required to be included in the articles of organization. Whether a provision is required or permitted in the articles of organization is determined as of the effective date of the amendment. The LLC shall amend or otherwise correct its articles of organization when (i) there is a change in the name of the LLC or (ii) they contain an inaccurate statement.(b) Any amendment to the articles of organization must be approved by either of the following:(1) All of the members.(2) If no member of the LLC has been identified in the manner provided in this Chapter, a majority of the organizers.  (2013-157, s. 2.)
NC Gen Stat § 57D-2-23 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 2 - Purposes, Powers, Formation, Annual Report, Name, Registered Office, and Agent.|§ 57D-2-23 - Restated articles of organization.

 57D-2-23. Restated articles of organization.(a) An LLC may restate its articles of organization at any time.(b) The restated articles of organization may include one or more amendments to the articles of organization. The restated articles of organization shall include a statement of the address of the current registered office and the name of the current registered agent of the LLC.(c) An LLC restating its articles of organization must deliver to the Secretary of State for filing articles of restatement that include the following:(1) The name of the LLC.(2) Attached as an exhibit thereto, the text of the restated articles of organization.(3) A statement that the restated articles of organization do not contain an amendment or, if the articles of organization do contain an amendment, a statement that there is an amendment that was duly adopted by the LLC.(d) Restated articles of organization supersede the original articles of organization as theretofore amended.(e) The Secretary of State may certify restated articles of organization as the articles of organization currently in effect without including the other information required by subsection (c) of this section.  (2013-157, s. 2.)
NC Gen Stat § 57D-2-25 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 2 - Purposes, Powers, Formation, Annual Report, Name, Registered Office, and Agent.|§ 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 businesses.Using the information reported pursuant to G.S. 57D-2-24(a1), the Secretary of State shall compile summary information on an aggregate basis about the number of veteran-owned small businesses and the number of service-disabled veteran-owned small businesses reporting in this State. The Secretary of State shall annually report this summary information to the Department of Military and Veterans Affairs by March 1 of each year.  (2017-90, s. 2(b).)
NC Gen Stat § 57D-2-31 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 2 - Purposes, Powers, Formation, Annual Report, Name, Registered Office, and Agent.|§ 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 rights under, the operating agreement.(a) The LLC is deemed to be a party to the operating agreement and, therefore, is bound by and may enforce the provisions thereunder applicable to the LLC.(b) A person who becomes an interest owner is deemed to assent to, and is bound by, and, subject to Article 5 of this Chapter, is entitled to the rights applicable to the interest owner's ownership interest provided under, and is otherwise deemed to be a party to, the operating agreement.(c) A person need not be an interest owner to be a party to the operating agreement.(d) An operating agreement may require amendments to the operating agreement be approved by persons who are not interest owners and may provide rights to persons who are not interest owners and not otherwise parties to the operating agreement.(e) Any person bound by the operating agreement is bound by any amendment adopted, as provided in the operating agreement.  (2013-157, s. 2.)
NC Gen Stat § 57D-2-32 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 2 - Purposes, Powers, Formation, Annual Report, Name, Registered Office, and Agent.|§ 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 identified events; reliance on operating agreement.(a) An operating agreement may subject interest owners and other persons who are parties to or otherwise bound by the operating agreement to specified remedies for breach of the operating agreement or the occurrence of a specified event. Such remedies may include the recovery of reasonable attorneys' fees, the assessment of interest without the assessment being subject to the laws of usury, and the imposition of penalties that would otherwise be unenforceable as stipulated or liquidated damages.(b) Unless otherwise provided in the operating agreement, an interest owner or other person who is a party to or bound by the operating agreement will not be liable to the LLC or an interest owner or other person who is a party to the operating agreement for that person's reliance on the provisions of the operating agreement.  (2013-157, s. 2.)
NC Gen Stat § 57D-2-40 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 2 - Purposes, Powers, Formation, Annual Report, Name, Registered Office, and Agent.|§ 57D-2-40 - Registered office and registered agent.

 57D-2-40. Registered office and registered agent.Each LLC 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.)
NC Gen Stat § 57D-3-01 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|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 becomes a member through the following:(1) In the case of a person executing the articles of organization in the capacity of a member as provided in G.S. 57D-2-21(a)(2), or otherwise being named in the articles of organization as a member, at the time the articles of organization become effective under G.S. 55D-13.(2) In the case of a person acquiring an ownership interest from the LLC, (i) upon being identified as a member by the organizers as provided in G.S. 57D-2-20(c) or (ii) upon the unanimous approval of the members as provided in G.S. 57D-3-03(2).(3) In the case of an economic interest owner, in the manner provided in G.S. 57D-5-04(a) or G.S. 57D-6-01(3).(4) In the case of an eligible entity converting or merging into the LLC, as provided in the plan of conversion or plan of merger upon such plan becoming effective as provided in G.S. 57D-9-23(a)(5) or G.S. 57D-9-43(a)(6).(b) A person becomes an economic interest owner through the following:(1) In the case of a person acquiring an economic interest from the LLC, upon the unanimous approval of the members.(2) In the case of a person acquiring an economic interest or portion thereof from an interest owner, as provided in G.S. 57D-5-02.(3) In the case of an eligible entity converting or merging into the LLC, as provided in the plan of conversion or plan of merger upon such plan becoming effective as provided in G.S. 57D-9-23(a)(5) or G.S. 57D-9-43(a)(6).(c) To be a member a person need not make or have the obligation to make any contributions to the LLC or share in any profits or losses of, or distributions from, the LLC or otherwise own an economic interest in the LLC.  (2013-157, s. 2.)
NC Gen Stat § 57D-3-02 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 3 - Membership and Management.|§ 57D-3-02 - Cessation of membership.

 57D-3-02. Cessation of membership.(a) A person ceases to be a member upon the occurrence of any of the following events:(1) The person does any of the following:a. Becomes a debtor in bankruptcy.b. Executes an assignment for the benefit of creditors under any applicable law.c. Has a general receiver appointed for the person pursuant to G.S. 1-507.24 or has a trustee, receiver, or liquidator appointed for the person or for all or substantially all of the person's property.(2) In the case of an individual, the person's death or being adjudicated by a court of competent jurisdiction as incompetent to manage his or her person or property.(3) In the case of a member with an economic interest, the transfer or abandonment of the person's entire economic interest, excluding the liquidation of a member's economic interest in connection with the dissolution and winding up of the LLC under G.S. 57D-6-08(2), regardless of whether the transferee is or becomes a member.(4) The person abandoning all of the rights of his ownership interest except his economic interest, or any portion thereof.(b) Upon the occurrence of any of the events described in subdivisions (1) and (2) of subsection (a) of this section with respect to a member, that person or that person's estate, as applicable, will automatically become an economic interest owner entitled only to the economic interest attributable to the person's ownership interest, but that person or that person's estate, as applicable, and any other person who ceases to be a member shall remain liable to the LLC for any obligation the person may have under G.S. 57D-4-02, 57D-4-06, and 57D-6-12(a)(2).  (2013-157, s. 2; 2020-75, s. 3(b).)
NC Gen Stat § 57D-3-03 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 3 - Membership and Management.|§ 57D-3-03 - Approval of members.

 57D-3-03. Approval of members.The approval of all members is required to do any of the following:(1) Adopt or amend an operating agreement.(2) Admit any person as a member.(3) Other than in the ordinary course of business, transfer in one transaction or a series of related transactions all or substantially all of the assets of the LLC prior to the dissolution of the LLC.(4) Dissolve the LLC under circumstances other than those for which the LLC may be dissolved under Article 6 of this Chapter.(5) Convert the LLC into a different eligible entity under Article 9 of this Chapter.(6) Merge the LLC with or into another eligible entity under Article 9 of this Chapter.  (2013-157, s. 2.)
NC Gen Stat § 57D-3-20 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 3 - Membership and Management.|§ 57D-3-20 - Management; managers.

 57D-3-20. Management; managers.(a) The management of an LLC and its business is vested in the managers.(b) Each manager has equal rights to participate in the management of the LLC and its business. Management decisions approved by a majority of the managers are controlling. The managers may make management decisions without a meeting and without notice.(c) Subject to the direction and control of a majority of the managers as provided in G.S. 57D-3-20(b), each manager may act on behalf of the LLC in the ordinary course of the LLC's business.(d) All members by virtue of their status as members are managers of the LLC, together with any other person or persons who may be designated as a manager in, or in the manner provided in, the operating agreement. If the operating agreement provides or otherwise contemplates that members are not necessarily managers by virtue of their status as members, then those persons designated as managers in, or in the manner provided in, the operating agreement will be managers. The operating agreement may provide that the LLC is to be managed by one or more company officials who are not designated as managers. All members will be managers for any period during which the LLC would otherwise not have any managers or other company officials.(e) A person shall continue to serve as a manager until the earliest of the following occurs: (i) the person's resignation as a manager; (ii) any event described in G.S. 57D-3-02(a) with respect to the person, substituting therein the term "manager" in lieu of the term "member" for purposes of this subsection; or (iii) that person, or the member or all of a class or group of less than all of the members who appointed the person to be a manager, ceases to be a member.  (2013-157, s. 2.)
NC Gen Stat § 57D-3-21 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 3 - Membership and Management.|§ 57D-3-21 - Duties of company officials; standards of conduct.

 57D-3-21. Duties of company officials; standards of conduct.(a) The managers shall manage the LLC and conduct the LLC's business in accordance with the operating agreement.(b) Each manager shall discharge that person's duties (i) in good faith, (ii) with the care an ordinary prudent person in a like position would exercise under similar circumstances, and (iii) subject to the operating agreement, in a manner the manager believes to be in the best interests of the LLC. In discharging such duties, a manager is entitled to rely on information, opinions, reports, or statements, including financial statements or other financial data, if prepared or presented by any person or group of persons the manager believes to be reliable and competent in such matters and the manager does not have actual knowledge concerning the matter in question that makes such reliance unwarranted.(c) A manager is not liable to the LLC for any act or omission as a manager if the manager acts in compliance with this section.  (2013-157, s. 2.)
NC Gen Stat § 57D-3-22 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 3 - Membership and Management.|§ 57D-3-22 - Delegation of authority of managers and other company officials.

 57D-3-22. Delegation of authority of managers and other company officials.The managers having general power to manage the LLC may delegate authority to act on behalf of the LLC to persons other than managers. The delegation of authority may be general or limited to specific matters. No such delegation of authority will cause any manager to cease to be a manager or cause the person to whom authority is so delegated to be a manager. Any duties of the managers will apply with respect to their delegation to, and direction and control of, any person to whom they delegate any of their responsibilities.  (2013-157, s. 2.)
NC Gen Stat § 57D-3-23 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 3 - Membership and Management.|§ 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 shall apply to company officials who are not managers by substituting the term "company official" in lieu of the term "manager" in each place where the term appears in those provisions.  (2013-157, s. 2.)
NC Gen Stat § 57D-3-30 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 3 - Membership and Management.|§ 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 third parties.A person who is an interest owner, manager, or other company official is not liable for the obligations of the LLC solely by reason of being an interest owner, manager, or other company official.  (2013-157, s. 2.)
NC Gen Stat § 57D-3-31 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 3 - Membership and Management.|§ 57D-3-31 - Indemnification.

 57D-3-31. Indemnification.(a) An LLC shall indemnify a person who is wholly successful on the merits or otherwise in the defense of any proceeding to which the person was a party because the person is or was a member, a manager, or other company official if the person also is or was an interest owner at the time to which the claim relates, acting within the person's scope of authority as a manager, member, or other company official against expenses incurred by the person in connection with the proceeding.(b) An LLC shall reimburse a person who is or was a member for any payment made and indemnify the person for any obligation, including any judgment, settlement, penalty, fine, or other cost, incurred or borne in the authorized conduct of the LLC's business or preservation of the LLC's business or property, whether acting in the capacity of a manager, member, or other company official if, in making the payment or incurring the obligation, the person complied with the duties and standards of conduct (i) under G.S. 57D-3-21, as modified or eliminated by the operating agreement or (ii) otherwise imposed by this Chapter or other applicable law.  (2013-157, s. 2.)
NC Gen Stat § 57D-4-01 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 4 - Contributions and Distributions.|§ 57D-4-01 - Form of contributions.

 57D-4-01. Form of contributions.An interest owner may make contributions to the LLC in any form, including (i) money or other property, services rendered, or any other direct or indirect benefit to the LLC and (ii) promissory notes or other obligations to transfer money or other property, perform services, or provide any other direct or indirect benefits to the LLC.  (2013-157, s. 2.)
NC Gen Stat § 57D-4-02 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 4 - Contributions and Distributions.|§ 57D-4-02 - Liability for contributions.

 57D-4-02. Liability for contributions.If an interest owner has contributed a promissory note or other obligation to transfer money or other property, to perform services, or to provide other benefits to the LLC and the interest owner would but for this section be excused from the performance of that obligation by reason of the interest owner's death or disability or other supervening impossibility or impracticability of performance under contract or other applicable law, the LLC may require the interest owner to pay to the LLC an amount of money equal to the value of the unperformed portion of the promised performance or exercise remedies available under other applicable law.  (2013-157, s. 2.)
NC Gen Stat § 57D-4-03 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 4 - Contributions and Distributions.|§ 57D-4-03 - Interim distributions.

 57D-4-03. Interim distributions.Distributions to interest owners before the dissolution and winding up of the LLC or, as provided in G.S. 57D-6-08(2), after the dissolution of the LLC, may be made at such times and in such amounts as determined by the LLC in proportion to the ratios that the aggregate contribution amounts of the interest owners bear to one another, determined immediately before the time that the distributions are to be made.  (2013-157, s. 2.)
NC Gen Stat § 57D-4-04 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 4 - Contributions and Distributions.|§ 57D-4-04 - Distribution in kind.

 57D-4-04. Distribution in kind.An LLC may distribute property other than money if the interest owners receive interests of identical character in, or units of identical character of, such property in the same proportions as if the distribution were being made in money equal to the net value of the property being distributed.  (2013-157, s. 2.)
NC Gen Stat § 57D-4-05 (2021)
2021 North Carolina General Statutes|Chapter 57D - North Carolina Limited Liability Company Act|Article 4 - Contributions and Distributions.|§ 57D-4-05 - Restrictions on making distributions.

 57D-4-05. Restrictions on making distributions.(a) No distribution may be made by an LLC if, after giving effect to the distribution, either of the following would occur:(1) The LLC would not be able to pay its debts as they become due in the ordinary course of business.(2) The LLC's total liabilities would exceed the value of the LLC's assets.(b) For purposes of subsection (a) of this section, the following apply:(1) An LLC may determine the value of its assets, the amount of its liabilities, and the time payments of its liabilities are to be made using accounting practices and principles that are reasonable under the circumstances.(2) The amount of a liability for which the creditor's recourse is limited to specific collateral will not exceed the value of the collateral.(c) Except as provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured (i) in the case of any distribution of indebtedness as of the date the indebtedness is distributed and (ii) in all other cases, either as of the date the distribution is authorized if the distribution occurs within 120 days after the date authorization is made or as of the date the distribution is made if payment occurs more than 120 days after the date authorization is made.(d) Except as provided in subsection (e) of this section, an LLC's indebtedness issued as a distribution made in accordance with this section is a liability of the LLC to be paid under the law applicable to debtors and creditors.(e) An LLC's indebtedness issued as a distribution is not a liability of the LLC for purposes of subsection (a) of this section if its terms provide that payment of principal and interest are to be made only to the extent that at the time of such payment a distribution to interest owners could then be made under this section. Subsection (a) of this section applies to each payment of principal or interest made under any indebtedness described in the preceding sentence and not to the issuance of the indebtedness.  (2013-157, s. 2.)