reglab/statecodes huggingface dataset:
2023 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.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 4 - Contributions and Distributions. › § 57D-4-06 - Liability for wrongful distributions.

§ 57D-4-06. Liability for wrongful distributions.
(a) If a distribution is made in violation of G.S. 57D-4-05, then each manager or other company official who alone or with other company officials had the authority to and did approve the distribution is personally liable to the LLC but not any other person for the amount of the distribution that exceeds the amount that could have been distributed without violating G.S. 57D-4-05 only if it is established that the company official did not act in compliance with G.S. 57D-3-21, without regard to any modification or elimination of such duties and standards of conduct under the operating agreement. Except as otherwise provided in G.S. 57D-11-03(d), a proceeding under this subsection is barred unless it is commenced within two years after the distribution.
(b) Each manager or other company official held liable under subsection (a) of this section for a wrongful distribution is entitled to the following:
(1) Contribution from each other manager or other company official who could be held liable under subsection (a) of this section for the wrongful distribution.
(2) Reimbursement from each interest owner for the amount the interest owner received knowing that the distribution was made in violation of G.S. 57D-4-05. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 4 - Contributions and Distributions. › § 57D-4-07 - Right to distribution.

§ 57D-4-07. Right to distribution.
An interest owner who is entitled to receive a distribution has the status of and is entitled to all remedies available to a creditor of the LLC with respect to the distribution. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 5 - Transfer of Ownership Interests; Withdrawal. › § 57D-5-02 - Transfer of economic interests.

§ 57D-5-02. Transfer of economic interests.
An economic interest is transferable in whole or in part. The transfer of an economic interest or portion thereof does not entitle the transferee to become or exercise any rights of a member other than to receive the economic interest or the portion thereof assigned to the transferee. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 5 - Transfer of Ownership Interests; Withdrawal. › § 57D-5-03 - Rights of judgment creditor.

§ 57D-5-03. Rights of judgment creditor.
(a) On application to a court of competent jurisdiction by any judgment creditor of an interest owner, the court may charge the economic interest of an interest owner with the payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the right to receive the distributions that otherwise would be paid to the interest owner with respect to the economic interest.
(b) A charging order is a lien on the judgment debtor's economic interest to the extent provided in this section from the time that such charging order is served upon the LLC in accordance with Rule 4(j)(8) of the Rules of Civil Procedure. If more than one charging order is properly served upon the LLC with respect to an economic interest, the liens shall have priority in the order in which the charging orders were served, except that a charging order in favor of a judgment creditor that has previously delivered to the LLC garnishment process relating to an economic interest pursuant to G.S. 1-440.25 shall relate back to the date of service of the garnishment process.
(c) This Chapter does not deprive any interest owner of a right, including any benefit of any exemption law applicable to the interest owner's ownership interest.
(d) The entry of a charging order is the exclusive remedy by which a judgment creditor of an interest owner may satisfy the judgment from or with the judgment debtor's ownership interest. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 5 - Transfer of Ownership Interests; Withdrawal. › § 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 transferors of ownership interests.
(a) An economic interest owner may become a member only with that person's approval and through any of the following:
(1) As provided in the operating agreement.
(2) By the approval of the members as provided in G.S. 57D-3-03(2).
(3) In the manner permitted under G.S. 57D-6-01(3) if the LLC ceases to have any members.
(b) Except as provided in the following sentence of this subsection, a transferee of an ownership interest or portion thereof who is or becomes a member has to the extent transferred to the transferee (i) the rights and powers and is subject to the restrictions and liabilities of a member under the operating agreement and this Chapter with respect to the transferred ownership interest and (ii) is liable for any obligations of the transferor to make contributions under G.S. 57D-4-02 with respect to the transferred ownership interest. A transferee of an ownership interest or portion thereof is not liable for obligations of the transferor under G.S. 57D-4-06 or obligations that are unknown to the transferee at the time the transferee became a member.
(c) Whether or not a transferee of an ownership interest or portion thereof is or becomes a member, (i) the transferor is not released from liability that the transferor may have under G.S. 57D-4-02, G.S. 57D-4-06, or under the operating agreement and (ii) the transferee takes the ownership interest subject to those liabilities. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 5 - Transfer of Ownership Interests; Withdrawal. › § 57D-5-05 - No right to voluntarily withdraw capital or terminate obligations.

§ 57D-5-05. No right to voluntarily withdraw capital or terminate obligations.
Except as otherwise required by this Chapter or other applicable law, an interest owner may not (i) withdraw or compel the company to purchase or otherwise liquidate all or any portion of the equity owner's capital interest or (ii) extinguish, abandon, or otherwise diminish the interest owner's obligations in respect of the interest owner's ownership interest. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 6 - Dissolution. › § 57D-6-01 - Dissolution.

§ 57D-6-01. Dissolution.
An LLC is dissolved upon the occurrence of any of the following:
(1) An event causing the LLC to dissolve under the operating agreement.
(2) If the LLC never had a member, as approved by the organizers under G.S. 57D-2-20(c).
(3) If the LLC ever had a member, the 90th day after the day on which the LLC ceases to have any members, unless within that 90-day period one or more persons are admitted as a member or members by the person, including the former member, owning or otherwise controlling the ownership interest of the last member.
(4) Entry of a decree of judicial dissolution under G.S. 57D-6-05.
(5) Subject to G.S. 57D-6-06(c), the filing by the Secretary of State of a certificate of dissolution under G.S. 57D-6-06. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 6 - Dissolution. › § 57D-6-02 - Grounds for judicial dissolution.

§ 57D-6-02. Grounds for judicial dissolution.
The superior court may dissolve an LLC in a proceeding brought by either of the following:
(1) The Attorney General, if it is established that (i) the LLC obtained its articles of organization through fraud or (ii) the LLC continued to exceed or abuse the authority conferred on it by law 20 or more days after the date the Attorney General delivered to the LLC written notice of the LLC's unauthorized acts.
(2) A member, if it is established that (i) it is not practicable to conduct the LLC's business in conformance with the operating agreement and this Chapter or (ii) liquidation of the LLC is necessary to protect the rights and interests of the member. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 6 - Dissolution. › § 57D-6-03 - Procedure for judicial dissolution.

§ 57D-6-03. Procedure for judicial dissolution.
(a) A proceeding under G.S. 57D-6-02 to dissolve an LLC is to be brought against the LLC. The party bringing the dissolution proceeding may not join an interest owner or company official as a party to the proceeding unless and to the extent relief is sought against the interest owner or company official for that person's own actions.
(b) Venue for a proceeding brought under G.S. 57D-6-02 to dissolve an LLC lies in (i) the county in this State where the LLC's principal office is located, which the party bringing the dissolution proceeding may assume to be the principal place of business disclosed in the LLC's most recent annual report or, if no annual report for the LLC has ever been filed by the Secretary of State, as provided in the LLC's articles of organization or (ii) if the LLC has no principal office in this State, and the most recent filings of the Secretary of State do not state that the LLC's principal office is located in this State, the county in this State where those filings state the LLC's registered office is or was last located.
(c) In connection with a proceeding brought under G.S. 57D-6-02 to dissolve an LLC, the court may issue injunctions, appoint one or more persons to serve as receiver with powers and duties the court may grant under G.S. 57D-6-04, or take other action required to manage the LLC and its assets.
(d) In any proceeding brought by a member under clause (ii) of G.S. 57D-6-02(2) in which the court determines that dissolution is necessary, the court will not order dissolution if after the court's decision the LLC or one or more other members elect to purchase the ownership interest of the complaining member at its fair value in accordance with any procedures the court may provide. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 6 - Dissolution. › § 57D-6-04 - Receivership.

§ 57D-6-04. Receivership.
(a) The court in a proceeding brought under G.S. 57D-6-02 to dissolve an LLC, or in a proceeding brought under G.S. 57D-6-07(c), may appoint one or more persons to serve as a receiver to manage the business of the LLC pending the court's decision on dissolution and if dissolution is decreed by the court to wind up the LLC. Before appointing a person to serve as a receiver of an LLC, the court shall hold a hearing on the subject after delivering notice, or causing the party who brought the dissolution proceeding to deliver notice, of the hearing to all parties and any other interested persons designated by the court.
(b) The court may require the receiver to post bond with or without sureties in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver in its appointing order, which the court from time to time may amend. The powers may include the authority to do any of the following:
(1) Dispose of all or any portion of the assets of the LLC wherever located, at a public or private sale.
(2) Sue and defend in the receiver's own name as receiver of the LLC.
(3) Exercise all of the powers of the LLC to the extent necessary to manage the business of the LLC or wind up the LLC following dissolution.
(d) The court may order the LLC to compensate the receiver and reimburse the receiver's expenses, including the fees and expenses of attorneys and other professionals retained by the receiver. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 6 - Dissolution. › § 57D-6-05 - Decree of judicial dissolution.

§ 57D-6-05. Decree of judicial dissolution.
(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in G.S. 57D-6-02 exist and the alternative to judicial dissolution under G.S. 57D-6-03(d) is not applicable, it may enter a decree dissolving the LLC and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State for filing.
(b) After entering the decree of dissolution, the court shall direct the winding up of the LLC in accordance with G.S. 57D-6-07 and G.S. 57D-6-08 and may direct notification of claimants in accordance with G.S. 57D-6-10, 57D-6-11, and 57D-6-13. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 6 - Dissolution. › § 57D-6-06 - Administrative dissolution.

§ 57D-6-06. Administrative dissolution.
(a) The Secretary of State may administratively dissolve an LLC if the Secretary of State determines that the LLC has done any of the following:
(1) The LLC has not paid within 60 days after they are due any penalties, fees, or other payments due under this Chapter.
(2) The LLC does not deliver its annual report to the Secretary of State on or before the 60th day after it is due.
(3) The LLC has been without a registered agent or registered office in this State for 60 days or more.
(4) The LLC has not notified the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
(5) The LLC knowingly fails or refuses to answer completely and accurately within the time prescribed in this Chapter interrogatories propounded by the Secretary of State in accordance with the provisions of this Chapter.
(b) If the Secretary of State determines that one or more grounds exist under subsection (a) of this section for dissolving an LLC, the Secretary of State shall mail the LLC notice of that determination. If, within 60 days after the notice is mailed, the LLC does not correct each ground for dissolution or demonstrate to the satisfaction of the Secretary of State that each ground does not exist, the Secretary of State shall administratively dissolve the LLC by signing a certificate of dissolution that recites the ground or grounds for dissolution and the effective date of the dissolution. The Secretary of State shall file the original certificate of dissolution and mail a copy to the LLC.
(c) An LLC administratively dissolved under this section may apply to the Secretary of State for reinstatement. The procedures for reinstatement and for the appeal of any denial of the LLC's application for reinstatement are the same as those applicable to a domestic corporation under G.S. 55-14-22, 55-14-23, and 55-14-24. If, at the time the LLC applies for reinstatement, the name of the LLC is not distinguishable from the name of another entity authorized to be used under G.S. 55D-21, then the LLC must change its name to a name that is distinguishable on the records of the Secretary of State from the name of the other entity before the Secretary of State may prepare a certificate of reinstatement. The effect of reinstatement of an LLC is the same as for a domestic corporation under G.S. 55-14-22. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 6 - Dissolution. › § 57D-6-07 - Winding up.

§ 57D-6-07. Winding up.
(a) After its dissolution, an LLC shall wind up. The winding up may include continuing the business of the LLC for a period of time.
(b) Subject to subsection (c) of this section, the managers or other applicable company officials shall wind up the LLC after its dissolution. If the dissolved LLC has no managers or other applicable company officials, the person, including a former member, owning or otherwise controlling the ownership interest of the person who was the last member of the LLC may serve or appoint one or more persons to serve as manager to wind up the LLC.
(c) On application of the person, including a former member, owning or otherwise controlling the ownership interest of the last member, the superior court may wind up the LLC or appoint a receiver under G.S. 57D-6-04 to wind up the LLC. Venue for a proceeding on such application lies in (i) the county in this State where the LLC's principal office is located, which the person bringing the dissolution proceeding may assume to be the principal place of business disclosed in the LLC's most recent annual report or, if no annual report has ever been filed for the LLC by the Secretary of State, as provided in the LLC's articles of organization or (ii) if the LLC has no principal office in this State and the most recent filings of the Secretary of State do not state that the LLC's principal office is located in this State, the county in this State where those filings state the LLC's registered office is or was last located. The court shall order notice of the proceeding be given by the person making the application to all interested persons designated by the court.
(d) The person or persons charged with winding up the LLC shall collect the LLC's assets, dispose of the LLC's properties that will not be distributed in kind, discharge or make provision for discharging the LLC's liabilities, and distribute the LLC's remaining assets as provided in G.S. 57D-6-08(2).
(e) The dissolution of the LLC does not transfer title to the LLC's assets, prevent transfer of ownership interests, or subject its managers or other company officials to standards of conduct different from those prescribed in Article 3 of this Chapter.
(f) The dissolution of the LLC does not prevent commencement of a proceeding by or against the LLC in its own name, abate or suspend a proceeding by or against the LLC, or terminate the authority of the registered agent of the LLC. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 6 - Dissolution. › § 57D-6-08 - Marshaling of assets.

§ 57D-6-08. Marshaling of assets.
During the winding up of an LLC, the LLC's assets are to be applied as follows:
(1) First to creditors, including interest owners, managers, and other company officials who are creditors in satisfaction, whether by payment or making provision for payment of all liabilities of the LLC.
(2) The balance to the interest owners as distributions made in the manner provided in G.S. 57D-4-03. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 6 - Dissolution. › § 57D-6-09 - Articles of dissolution.

§ 57D-6-09. Articles of dissolution.
Upon dissolution of an LLC, the LLC shall deliver articles of dissolution to the Secretary of State for filing. The articles of dissolution must provide the following information:
(1) The name of the LLC.
(2) The effective date of the dissolution.
(3) Any other information the LLC elects to provide. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 6 - Dissolution. › § 57D-6-10 - Known claims against dissolved LLC.

§ 57D-6-10. Known claims against dissolved LLC.
(a) A dissolved LLC for which articles of dissolution, a certificate of dissolution, or a decree of dissolution filed by the Secretary of State has become effective may dispose of known claims against it by notifying claimants in writing of the dissolution. The notice must do the following:
(1) Describe information that must be included in a claim.
(2) Provide an address where claims may be sent.
(3) State the deadline, which may not be fewer than 120 days from the date of the notice, by which the dissolved LLC must receive the claim.
(4) State that the claim will be barred if not received by the deadline.
(b) A claim against the dissolved LLC is barred if either of the following occurs:
(1) The LLC does not receive the claim by the deadline from a claimant who received notice under subsection (a) of this section.
(2) A claimant whose claim was rejected by written notice from the dissolved LLC does not commence a proceeding in a proper forum to enforce the claim within 90 days from the date of receipt of the rejection notice.
(c) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after dissolution. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 6 - Dissolution. › § 57D-6-11 - Unknown and certain other claims against dissolved LLC.

§ 57D-6-11. Unknown and certain other claims against dissolved LLC.
(a) A dissolved LLC for which articles of dissolution, a certificate of dissolution, or a decree of dissolution filed by the Secretary of State has become effective may publish notice of its dissolution and request that persons with claims against the LLC present them in accordance with the notice. The notice must meet the following requirements:
(1) Be published one time in a newspaper of general circulation in the county in this State where the LLC's principal office is or was last located, or, if the LLC never had a principal office in this State, the county in this State where the LLC's registered office is or was last located.
(2) Describe the information that must be included in a claim and provide an address where the claim may be sent.
(3) State that a claim against the LLC will be barred unless a proceeding to enforce the claim is commenced in a proper forum within five years after the publication of the notice.
(b) If the dissolved LLC publishes a newspaper notice in accordance with subsection (a) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding in a proper forum to enforce the claim against the dissolved LLC within five years after the publication date of the newspaper notice:
(1) A claimant who did not receive written notice under G.S. 57D-6-10.
(2) A claimant whose claim was timely sent to the dissolved LLC but not acted on.
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of the filing by the Secretary of State of the articles of dissolution. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 6 - Dissolution. › § 57D-6-12 - Enforcement of claims.

§ 57D-6-12. Enforcement of claims.
(a) A claim against a dissolved LLC under G.S. 57D-6-10 or G.S. 57D-6-11 may be enforced against either of the following:
(1) Against the dissolved LLC to the extent of its undistributed assets, including coverage under any insurance policy.
(2) Except as provided in G.S. 57D-6-13(d), against the interest owners of the dissolved LLC in proportion to but not in excess of the distributions, if any, made to each interest owner following the LLC's dissolution.
(b) G.S. 57D-6-10 and G.S. 57D-6-11 do not extend any applicable period of limitation. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 6 - Dissolution. › § 57D-6-13 - Court proceedings for contingent claims.

§ 57D-6-13. Court proceedings for contingent claims.
(a) A dissolved LLC that has published a notice under G.S. 57D-6-11 may file an application with the superior court of the county in this State where the LLC's principal office is or was last located or, if the LLC never had a principal office in this State, the county in this State where the LLC's registered office is or was last located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved LLC or that are based on an event occurring after dissolution but that, based on the facts known to the dissolved LLC, are estimated to arise after dissolution. Provisions need not be made for any claim that is or is anticipated to be barred under G.S. 57D-6-11(b).
(b) Within 10 days after the filing of the application, the dissolved LLC shall deliver notice of the proceeding to each claimant holding a claim described in subsection (a) of this section whose contingent claim is shown on the records of the dissolved LLC.
(c) The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The dissolved LLC shall pay the fees and expenses of the guardian, including expert witness fees.
(d) Provision by the dissolved LLC for security in the amount and the form ordered by the court under subsection (a) of this section satisfies the dissolved LLC's obligations with respect to claims described in subsection (a) of this section, and the claims may not be enforced against an interest owner who receives assets in liquidation of the LLC. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 7 - Foreign LLCs. › § 57D-7-01 - Authority to transact business.

§ 57D-7-01. Authority to transact business.
(a) A foreign LLC may not transact business in this State until it obtains a certificate of authority from the Secretary of State.
(b) Without excluding other activities that may not constitute transacting business in this State, a foreign LLC is not considered to be transacting business in this State for the purposes of this Chapter by reason of conducting in this State any one or more of the following activities:
(1) Maintaining or defending any proceeding or effecting the settlement thereof or the settlement of claims or disputes.
(2) Holding meetings of its members, managers, or other company officials or carrying on other activities concerning its internal affairs.
(3) Maintaining bank accounts or borrowing money in this State, with or without providing security for repayment or other performance and without regard to the frequency of such transactions.
(4) Maintaining offices or agencies for the exchange or other transfer and registration of all or any class or portion of its membership or other equity or beneficial ownership interests or securities, or appointing and maintaining trustees or depositories with relation to its membership or other equity or beneficial ownership interests or securities.
(5) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance to be made outside of the territory of this State to become binding contracts.
(6) Making or investing in loans with or without security, including servicing of mortgages or deeds of trust through independent agencies within the territory of this State, conducting foreclosure proceedings and selling or acquiring property in foreclosure sales, and managing or renting property acquired in foreclosure sales in connection with and in furtherance of efforts to sell and otherwise liquidate such property, provided no office or agency of the foreign LLC is maintained in this State.
(7) Taking security for or collecting debts due the foreign LLC or enforcing any rights the foreign LLC may have in property subject to or otherwise providing security with respect to the repayment or other performance of the debt obligations.
(8) Transacting business in interstate commerce.
(9) Conducting an isolated transaction completed within a period of six months but not repeated transactions of a similar nature.
(10) Selling property or services through independent contractors.
(11) Owning real or personal property. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 7 - Foreign LLCs. › § 57D-7-02 - Consequences of transacting business without authority.

§ 57D-7-02. Consequences of transacting business without authority.
(a) No foreign LLC transacting business in this State without permission obtained through a certificate of authority may maintain any proceeding in any court of this State unless the foreign LLC has obtained a certificate of authority prior to trial. An issue arising under this subsection must be raised by motion and determined by the trial judge prior to trial.
(b) A foreign LLC failing to obtain a certificate of authority as required by this Chapter is liable to this State for the years, including any partial year, during which it transacted business in this State without a certificate of authority in an amount equal to all fees and taxes that would have been imposed by law on the foreign LLC had it duly applied for and received such permission, plus interest and all penalties imposed by law for failure to pay such fees and taxes. In addition, the foreign LLC is liable for a civil penalty of ten dollars ($10.00) for each day, but not to exceed a total of one thousand dollars ($1,000) for each year, including any partial year it transacts business in this State without a certificate of authority. The Attorney General may bring actions to recover all amounts due this State under the provisions of this subsection. The clear proceeds of civil penalties provided for in this subsection shall be remitted to the Civil Penalty and Forfeiture Fund in accordance with G.S. 115C-457.2.
(c) Notwithstanding subsection (a) of this section, the failure of a foreign LLC to obtain a certificate of authority does not impair the validity of its acts or prevent it from defending any proceeding in this State.
(d) The Secretary of State shall require every foreign LLC transacting business in this State to comply with the provisions of this Chapter. The Secretary of State may conduct such investigations as may be necessary to ascertain compliance by foreign LLCs with this Chapter. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 7 - Foreign LLCs. › § 57D-7-03 - Application for certificate of authority.

§ 57D-7-03. Application for certificate of authority.
(a) A foreign LLC may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must provide the following information:
(1) The name of the foreign LLC and, if different, a name that satisfies the requirements of Article 3 of Chapter 55D of the General Statutes.
(2) The name of the jurisdiction under whose law it is organized.
(3) The street address, and the mailing address if different from the street address, of its principal office, if any, and the county in which the principal office, if any, is located.
(4) The street address, and the mailing address if different from the street address, of its registered office in this State and the name of its registered agent at that office.
(5) The names, titles, and business addresses of the foreign LLC's principal company officials.
(b) A foreign LLC shall deliver with the completed application for the certificate of authority a certificate of existence or a document of similar import duly authenticated by the Secretary of State or other official having custody of limited liability company records in the jurisdiction under whose law it is organized.
(c) If the Secretary of State finds that the application conforms to law, the Secretary of State when all taxes, fees, and other payments have been tendered as prescribed in this Chapter, shall do the following:
(1) File the application and the certificate of existence or a document of similar import as described in subsection (b) of this section, as provided in G.S. 55D-15.
(2) Issue a certificate of authority to transact business in this State to which the Secretary of State shall affix the exact or conformed copy of the application.
(3) Send to the foreign LLC or its representative the certificate of authority, together with the exact or conformed copy of the application affixed thereto. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 7 - Foreign LLCs. › § 57D-7-04 - Amended certificate of authority.

§ 57D-7-04. Amended certificate of authority.
(a) A foreign LLC authorized to transact business in this State shall obtain an amended certificate of authority from the Secretary of State if it changes either of the following:
(1) Its name.
(2) The jurisdiction of its organization.
(b) A foreign LLC may apply for an amended certificate of authority by delivering an application to the Secretary of State for filing that sets forth the following:
(1) The name of the foreign LLC and if different the name provided in the foreign LLC's certificate of authority that the foreign LLC is authorized to use to transact business in this State.
(2) The name of the jurisdiction under whose law it is organized.
(3) The date it was originally authorized to transact business in this State.
(4) A statement of the change or changes being made.
(c) Except for the content of the application, the requirements of G.S. 57D-7-03 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 7 - Foreign LLCs. › § 57D-7-05 - Effect of certificate of authority.

§ 57D-7-05. Effect of certificate of authority.
(a) A certificate of authority authorizes the foreign LLC to which it is issued to transact business in this State subject to the right of the State to revoke the certificate as provided in this Chapter. A foreign LLC may qualify in this State as executor, administrator, or guardian, or as trustee under the will of any person domiciled in this State at the time of that person's death only in accordance with applicable provisions of Article 24 of Chapter 53 of the General Statutes.
(b) A foreign LLC qualifying as testamentary trustee or executor under the provisions of this section shall appoint a process agent and file such appointment with the court as required by G.S. 28A-4-2(4).
(c) Except as otherwise provided by this Chapter, a foreign LLC with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, an LLC of like character. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 7 - Foreign LLCs. › § 57D-7-06 - Registered office and registered agent of foreign LLC.

§ 57D-7-06. Registered office and registered agent of foreign LLC.
Each foreign LLC authorized to transact business in this State 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.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 7 - Foreign LLCs. › § 57D-7-20 - Withdrawal of foreign LLC.

§ 57D-7-20. Withdrawal of foreign LLC.
(a) A foreign LLC authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State.
(b) A foreign LLC authorized to transact business in this State may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must state the following:
(1) The name of the foreign LLC and if different the name provided in the foreign LLC's certificate of authority that the foreign LLC is authorized to use to transact business in this State.
(2) The name of the jurisdiction under whose law it is organized.
(3) That the foreign LLC is not transacting business in this State and that it surrenders its authority to transact business in this State.
(4) That the foreign LLC revokes the authority of its registered agent to accept service of process and consents to service of process in any proceeding based on any cause of action arising in this State, or arising out of business transacted in this State, during the time the foreign LLC was authorized to transact business in this State, being made on such foreign LLC by service thereof on the Secretary of State.
(5) A mailing address to which the Secretary of State may mail a copy of any process served on the Secretary of State under subdivision (4) of this subsection.
(6) A commitment to deliver to the Secretary of State for filing a statement of any subsequent change in its mailing address.
(c) If the Secretary of State finds that the application conforms to law, the Secretary of State shall do the following:
(1) File the application for the certificate of withdrawal as provided in G.S. 55D-15.
(2) Issue a certificate of withdrawal to which the Secretary of State shall affix the exact or conformed copy of the application.
(3) Send to the foreign LLC or its representative the certificate of withdrawal together with the exact or conformed copy of the application affixed thereto.
(d) After the withdrawal of the foreign LLC is effective, service of process on the Secretary of State in accordance with subsection (b) of this section may be made by delivering to the Secretary of State, or to any clerk authorized by the Secretary of State to accept service of process, duplicate copies of that process and the fee required by G.S. 57D-1-22(b). Upon receipt of process in the manner provided in this subsection, the Secretary of State shall mail a copy of the process by registered or certified mail, return receipt requested, to the foreign LLC at the mailing address designated pursuant to subsection (b) of this section. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 7 - Foreign LLCs. › § 57D-7-22 - Authority of Attorney General.

§ 57D-7-22. Authority of Attorney General.
The Attorney General may maintain an action to restrain a foreign LLC from transacting business in this State in violation of this Article. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 7 - Foreign LLCs. › § 57D-7-30 - Grounds for revocation.

§ 57D-7-30. Grounds for revocation.
(a) The Secretary of State may commence a proceeding under G.S. 57D-7-31 to revoke the certificate of authority of a foreign LLC authorized to transact business in this State if any of the following occurs:
(1) The foreign LLC is delinquent in delivering its annual report.
(2) The foreign LLC does not pay within 60 days after they are due any penalties, fees, or other payments due under this Chapter.
(3) The foreign LLC is without a registered agent or registered office in this State for 60 days or more.
(4) The foreign LLC does not inform the Secretary of State under G.S. 55D-31 or G.S. 55D-32 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuance.
(5) A company official or agent of the foreign LLC signed a document that the company official or agent knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing.
(6) The Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of the records of the limited liability companies in the state or country under whose law the foreign LLC is organized stating that it has been dissolved or merged into another entity.
(7) The foreign LLC is exceeding the authority conferred upon it by this Chapter.
(8) The foreign LLC knowingly fails or refuses to answer truthfully and fully within the time prescribed in this Chapter interrogatories propounded by the Secretary of State in accordance with the provisions of this Chapter.
(b) Nothing herein repeals or modifies any provision of the Revenue Act relating to the suspension of the certificate of authority of foreign LLCs for failure to comply with the provisions thereof. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 7 - Foreign LLCs. › § 57D-7-31 - Procedure for and effect of revocation.

§ 57D-7-31. Procedure for and effect of revocation.
(a) If the Secretary of State determines that one or more grounds exist under G.S. 57D-7-30 for revocation of a certificate of authority, the Secretary of State shall mail to the foreign LLC written notice of that determination.
(b) If the foreign LLC does not correct each ground for revocation or demonstrate to the satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is mailed, the Secretary of State may revoke the foreign LLC's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and mail a copy to the foreign LLC.
(c) The authority of a foreign LLC to transact business in this State ceases on the date shown on the certificate revoking its certificate of authority.
(d) The Secretary of State's revocation of a foreign LLC's certificate of authority appoints the Secretary of State as the foreign LLC's agent for service of process in any proceeding based on a cause of action arising in this State or arising out of business transacted in this State during the time the foreign LLC was authorized to transact business in this State. The Secretary of State shall then proceed in accordance with G.S. 55D-33.
(e) Revocation of a foreign LLC's certificate of authority does not terminate the authority of the registered agent of the foreign LLC.
(f) The foreign LLC will not be granted a new certificate of authority until each ground for revocation has been substantially corrected to the satisfaction of the Secretary of State. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 7 - Foreign LLCs. › § 57D-7-32 - Appeal from revocation.

§ 57D-7-32. Appeal from revocation.
(a) A foreign LLC may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Wake County within 30 days after the certificate of revocation is mailed to the foreign LLC by the Secretary of State. The appeal is commenced by filing a petition with the court and with the Secretary of State requesting the court to set aside the revocation. Copies of the foreign LLC's certificate of authority and the Secretary of State's certificate of revocation are to be attached to the petition. No service of process on the Secretary of State is required except for the filing of the petition as set forth in this subsection. The appeal to the superior court will be determined by a judge of the superior court upon such further evidence, notice, and opportunity to be heard, if any, as the court may deem appropriate under the circumstances. The foreign LLC will have the burden of establishing that it is entitled to have the revocation set aside.
(b) Upon consideration of the petition and any response made by the Secretary of State, the court may prior to entering final judgment order the Secretary of State to set aside the revocation or may take any other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 7 - Foreign LLCs. › § 57D-7-33 - Inapplicability of Administrative Procedure Act.

§ 57D-7-33. Inapplicability of Administrative Procedure Act.
The Administrative Procedure Act shall not apply to any proceeding or appeal provided for in G.S. 57D-7-30 through G.S. 57D-7-32. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 8 - Derivative Actions. › § 57D-8-01 - Member derivative actions.

§ 57D-8-01. Member derivative actions.
(a) Subject to the provisions of G.S. 57D-8-02 and G.S. 57D-8-03, a member may bring a derivative action if the following conditions are met:
(1) Either (i) the member was a member of the LLC at the time of the act or omission for which the proceeding is brought or (ii) all or any portion of the member's ownership interest devolves by operation of law from an ownership interest that was owned by a member at that time.
(2) The member made written demand on the LLC to take suitable action, and either (i) the LLC notified the member that the member's demand was rejected, (ii) 90 days have expired from the date the demand was made, or (iii) irreparable injury to the LLC would result by waiting for the expiration of the 90-day period.
(b) For purposes of this Article, a "derivative action" or a "derivative proceeding" is a proceeding brought in the superior court of this State in the right of an LLC or, to the extent provided in G.S. 57D-8-06, in the right of a foreign LLC, to recover a judgment in favor of the LLC or, if applicable, the foreign LLC. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 8 - Derivative Actions. › § 57D-8-02 - Stay of proceedings.

§ 57D-8-02. Stay of proceedings.
If the LLC commences an inquiry into the allegations set forth in the demand or complaint, the court may stay a derivative proceeding. (2013-157, s. 2.)