reglab/statecodes huggingface dataset:
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 3 - Names. › § 55D-26 - Real property records.

§ 55D-26. Real property records.
(a) A certificate issued by the Secretary of State as described in subsection (b) of this section must be recorded when:
(1) The name of any domestic corporation, nonprofit corporation, limited liability company, limited partnership, or registered limited liability partnership or foreign corporation, foreign nonprofit corporation, foreign limited liability company, foreign limited partnership, or foreign limited liability partnership that holds title to real property in this State is changed upon amendment to its articles of incorporation or organization, its certificate of limited partnership, or its registration as a limited liability partnership or foreign limited liability partnership; or
(2) Title to real property in this State held by any entity listed in subdivision (1) of this subsection is vested by operation of law in another entity upon merger, consolidation, or conversion of the entity.
The certificate must recite the name change, merger, consolidation, or conversion and must be recorded in the office of the register of deeds of the county where the property lies or, if the property is located in more than one county in each county where any portion of the property lies.
(b) The Secretary of State shall issue uniform certificates for recordation in accordance with this section. In the case of a foreign corporation, foreign nonprofit corporation, foreign limited liability company, foreign limited partnership, or foreign limited liability partnership, a similar certificate by any competent authority of the jurisdiction of incorporation may be recorded in accordance with this section.
(c) The certificate required by this section must be recorded by the register of deeds in the same manner as deeds, and for the same fees, but no formalities as to acknowledgement, probate, or approval by any other officer shall be required. The former name of the entity holding title to the real property before the name change, merger, consolidation, or conversion shall appear in the "Grantor" index, and the new name of the corporation or the name of the other entity holding title to the real property by virtue of the merger, consolidation, or conversion shall appear in the "Grantee" index. (1989, c. 265, s. 1; 1991, c. 645, s. 2(a); 1999-369, s. 1.4; 2001-358, ss. 14(b), 15; 2001-387, ss. 166, 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 4 - Registered Office and Registered Agent. › § 55D-30 - Registered office and registered agent required.

§ 55D-30. Registered office and registered agent required.
(a) Each domestic corporation, nonprofit corporation, limited liability company, limited partnership, and limited liability partnership, each foreign limited liability partnership maintaining a statement of foreign registration, and each foreign corporation, nonprofit corporation, limited liability company, and limited partnership authorized to transact business or conduct affairs in this State must continuously maintain in this State:
(1) A registered office that may be the same as any of its places of business or any place where it conducts affairs; and
(2) A registered agent, who must be:
a. An individual who resides in this State and whose business office is identical with the registered office;
b. A domestic corporation, nonprofit corporation, or limited liability company whose business office is identical with the registered office; or
c. A foreign corporation, foreign nonprofit corporation, or foreign limited liability company authorized to transact business or conduct affairs in this State whose business office is identical with the registered office.
(b) The sole duty of the registered agent to the entity is to forward to the entity at its last known address any notice, process, or demand that is served on the registered agent. (1901, c. 5; Rev., s. 1243; C.S., s. 1137; 1937, c. 133, ss. 1-3; G.S., ss. 55-38, 55-39; 1955, c. 1371, s. 1; 1957, c. 979, s. 17; 1989, c. 265, s. 1; 2000-140, s. 101(a); 2001-358, ss. 44, 45; 2001-387, ss. 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 4 - Registered Office and Registered Agent. › § 55D-31 - Change of registered office or registered agent.

§ 55D-31. Change of registered office or registered agent.
(a) An entity required to maintain a registered office and registered agent under G.S. 55D-30 may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth all of the following:
(1) The name of the entity.
(2) The street address, and the mailing address if different from the street address, of its current registered office, and the county in which it is located.
(3) If the address of the entity's registered office is to be changed, the street address, and the mailing address if different from the street address, of the new registered office, and the county in which it is located.
(4) The name of its current registered agent.
(5) If the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment.
(6) That after the change or changes are made, the addresses of its registered office and the business office of its registered agent will be identical.
(b) If a registered agent changes the address of the agent's business office, the agent may change the address of the registered office of any entity for which the agent is the registered agent in this State by notifying the entity in writing of the change and signing and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) of this section and recites that the entity has been notified of the change.
(c) A domestic corporation, limited liability company, limited liability limited partnership, registered limited liability partnership, foreign corporation, foreign limited liability company, or foreign limited liability partnership may change its registered office or registered agent by including in its annual report required by G.S. 55-16-22, 57D-2-24, 59-84.4, or 59-210 the information and any written consent required by subsection (a) of this section. (1901, c. 2, s. 31; Rev., s. 1176; C.S., s. 1133; G.S., s. 55-34; 1955, c. 1371, s. 1; 1957, c. 979, ss. 6, 7; 1965, c. 298, s. 1; 1967, c. 823, s. 17; 1973, c. 262; c. 469, s. 3; 1989, c. 265, s. 1; 1991, c. 645, s. 3; 2001-358, ss. 44, 45; 2001-387, ss. 167, 173, 175(a); 2001-413, s. 6; 2013-157, s. 14.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 4 - Registered Office and Registered Agent. › § 55D-32 - Resignation of registered agent.

§ 55D-32. Resignation of registered agent.
(a) The registered agent of an entity may resign by signing and filing with the Secretary of State a statement of resignation which may include a statement that the registered office is also discontinued. The statement must include or be accompanied by a certification from the registered agent that the agent has mailed or delivered to the entity at its last known address written notice of this resignation. This certification shall include the name and title of the individual notified, if any, and the address to which the notice was mailed or delivered.
(b) After filing the statement the Secretary of State shall mail a copy to the registered office (if not discontinued) and a copy to the entity at its principal office address on file with the Secretary of State or, if none is on file, at the address contained in the certification included in or accompanying the statement of resignation.
(c) The agency appointment is terminated, and, if applicable, the registered office discontinued on the 31st day after the date on which the statement was filed. (1901, c. 2, s. 31; Rev., s. 1176; C.S., s. 1133; G.S., s. 55-34; 1955, c. 1371, s. 1; 1957, c. 979, ss. 6, 7; 1965, c. 298, s. 1; 1967, c. 823, s. 17; 1973, c. 262; c. 469, s. 3; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.6; 2001-358, ss. 44, 45; 2001-387, ss. 168, 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 4 - Registered Office and Registered Agent. › § 55D-33 - Service on entities.

§ 55D-33. Service on entities.
(a) Service of process, notice or demand required or permitted by law to be served on an entity may be served on the registered agent required by G.S. 55D-30.
(b) When an entity required to maintain a registered office and registered agent under G.S. 55D-30 fails to appoint or maintain a registered agent in this State, or when its registered agent cannot with due diligence be found at the registered office, or when the Secretary of State revokes a certificate of authority or a statement of foreign registration of a foreign entity authorized to transact business or conduct affairs in this State, the Secretary of State becomes an agent of the entity upon whom any such process, notice or demand may be served. Service on the Secretary of State of any such process, notice or demand is made by delivering to and leaving with the Secretary of State or any clerk authorized by the Secretary of State to accept service of process, duplicate copies of the process, notice or demand and the applicable fee. In the event any such process, notice or demand is served on the Secretary of State in the manner provided by this subsection, the Secretary of State shall immediately mail one of the copies thereof, by registered or certified mail, return receipt requested, to the entity at its principal office or, if there is no mailing address for the principal office on file, to the entity at its registered office. Service on an entity under this subsection is effective for all purposes from and after the date of the service on the Secretary of State.
(c) The Secretary of State shall keep a record of all processes, notices and demands served upon the Secretary of State under this section and shall record therein the date of service and the Secretary of State's action with reference thereto.
(d) Nothing in this section affects the right to serve any process, notice or demand required or permitted by law to be served upon an entity in any other manner now or hereafter permitted by law. (1937, c. 133, ss. 1-3; G.S., s. 55-39; 1955, c. 1371, s. 1; 1977, 2nd Sess., c. 1219, s. 33; 1989, c. 265, s. 1; 2000-140, s. 43; 2001-358, ss. 44, 45; 2001-387, ss. 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 1 - General Provisions. › § 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 of power to amend or repeal.
(a) This Chapter and any other applicable laws of this State govern (i) the internal affairs of every LLC, including the interpretation, construction, and enforcement of operating agreements and determining the rights and duties of interest owners, managers, and other company officials and (ii) any liability that interest owners or managers or other company officials may have for the liabilities of the LLC.
(b) The superior courts of this State have jurisdiction to enforce the provisions of this Chapter.
(c) The General Assembly may amend or repeal all or any part of this Chapter at any time, and all LLCs and the rights and duties of interest owners, managers, and other company officials subject to this Chapter will be subject to any such amendment or repeal. Except as otherwise provided in this Chapter, all amendments of this Chapter apply to all LLCs, foreign LLCs, interest owners, and managers and other company officials, including those LLCs and foreign LLCs in existence or person having such interests and status, at the time of the enactment of any such amendment.
(d) Each provision of this Chapter is severable, such that if any provision, including any clause of any provision, of this Chapter or application thereof to any person or in a particular context is held to be invalid, such invalidity will not affect other provisions or applications of this Chapter that can be given effect without the invalid provision or application. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 1 - General Provisions. › § 57D-1-20 - Filing requirements.

§ 57D-1-20. Filing requirements.
(a) A document required or permitted by this Chapter to be filed by the Secretary of State must be filed as provided in Chapter 55D of the General Statutes.
(b) A document submitted on behalf of a limited liability company must be executed by one of the following:
(1) A manager or other company official.
(2) If the document is the articles of organization, a person acting in the capacity of an organizer or a member as provided in G.S. 57D-2-21(a)(2).
(3) If the LLC has never had any members, an organizer.
(4) If the LLC is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (2013-157, s. 2)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 1 - General Provisions. › § 57D-1-21 - Forms.

§ 57D-1-21. Forms.
(a) The Secretary of State may promulgate and furnish on request forms for the following:
(1) An application for a certificate of existence.
(2) A foreign LLC's application for a certificate of authority to transact business in this State.
(3) A foreign LLC's application for a certificate of withdrawal.
(b) If the Secretary of State so requires, use of the forms listed in subsection (a) of this section is mandatory.
(c) The Secretary of State may promulgate and furnish on request forms for other documents required or permitted to be filed by this Chapter, but their use is not mandatory. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 1 - General Provisions. › § 57D-1-22 - Filing, service, and copying fees.

§ 57D-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 filing:
Document Fee
(1) Articles of organization $125.00
(2) Application for reserved name 10.00
(3) Notice of transfer of reserved name 10.00
(4) Application for registered name 10.00
(5) Application for renewal of registered name 10.00
(6) Limited liability company's statement of change of registered agent or 5.00
registered office or both
(7) Agent's statement of change of registered office for each affected 5.00
limited liability company
(8) Agent's statement of resignation No fee
(9) Designation of registered agent or registered office or both 5.00
(10) Amendment of articles of organization 50.00
(11) Restated articles of organization without amendment of articles 10.00
(12) Restated articles of organization with amendment of articles 50.00
(13) Articles of conversion (other than articles of conversion included as 50.00
part of another document)
(14) Articles of merger 50.00
(15) Articles of dissolution 30.00
(16) Cancellation of articles of dissolution 10.00
(17) Certificate of administrative dissolution No fee
(18) Application for reinstatement following administrative dissolution 100.00
(19) Certificate of reinstatement No fee
(20) Certificate of judicial dissolution No fee
(21) Application for certificate of authority 250.00
(22) Application for amended certificate of authority 50.00
(23) Application for certificate of withdrawal 10.00
(24) Certificate of revocation of authority to transact business No fee
(25) Articles of correction 10.00
(26) Application for certificate of existence or authorization (paper) 15.00
(27) Application for certificate of existence or authorization (electronic) 10.00
(28) Annual report 200.00
(29) Any other document required or permitted to be filed by this Chapter 10.00
(b) The Secretary of State shall collect a fee of ten dollars ($10.00) each time process is served on the Secretary of State under this Chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
(c) The Secretary of State shall collect the following fees for copying and certifying a copy of any filed document relating to a limited liability company:
(1) One dollar ($1.00) a page for copying.
(2) Fifteen dollars ($15.00) for a paper certificate.
(3) Ten dollars ($10.00) for an electronic certificate. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 1 - General Provisions. › § 57D-1-23 - Execution by judicial act.

§ 57D-1-23. Execution by judicial act.
Any person who is adversely affected by the failure or refusal of any person to execute and deliver to the Secretary of State for filing any document to be filed under this Chapter may petition the superior court in the county where the limited liability company's principal office or, if none in this State, its registered office is or was last located or, if there is no such office, in the County of Wake to direct the execution and delivery to the Secretary of State for filing of the document. If the court finds that it is proper for the document to be executed and delivered to the Secretary of State for filing and there has been failure or refusal by the applicable company officials to do so, it shall order the Secretary of State to make the filing. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 1 - General Provisions. › § 57D-1-24 - Certificate of existence; certificate of authorization.

§ 57D-1-24. Certificate of existence; certificate of authorization.
(a) Anyone may apply to the Secretary of State for a certificate of existence for an LLC or a certificate of authorization for a foreign LLC.
(b) A certificate of existence or authorization sets forth the following:
(1) The limited liability company's name and, in the case of a foreign LLC, any different name that the foreign LLC is authorized under Article 3 of Chapter 55D of the General Statutes to use to transact business in this State, as provided in the foreign LLC's certificate of authority.
(2) That (i) the articles of organization for the LLC have been filed and are in effect and the date on which the filed articles of organization became effective or (ii) a certificate of authority has been issued to the foreign LLC and is in effect and the date on which the certificate of authority became effective.
(3) That the articles of organization of an LLC or the certificate of authority of a foreign LLC are not suspended under G.S. 57D-1-32(a) (or for limited liability companies formed before January 1, 2014, former G.S. 57C-1-32(a)) for failure to answer interrogatories propounded by the Secretary of State or under G.S. 105-230 for failure to pay a tax or fee or file a report or return.
(4) That the LLC has not been administratively dissolved under G.S. 57D-6-06 (or for limited liability companies formed before January 1, 2014, former G.S. 57C-6-03) and no decree of judicial dissolution has been filed under G.S. 57D-6-05 (or, for limited liability companies formed before January 1, 2014, former G.S. 57C-6-02) or, with respect to a foreign LLC, no application for a certificate of withdrawal or a certificate of revocation has been filed under Article 7 of this Chapter (or, for limited liability companies formed before January 1, 2014, former Article 7 of Chapter 57C of the General Statutes).
(5) That, in the case of an LLC, articles of dissolution have not been filed nor have articles of merger or conversion been filed causing it to merge or convert into another entity or form of entity.
(6) Other facts of record in the Office of the Secretary of State pertaining to the limited liability company that may be requested by the applicant.
(c) A certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence as to the accuracy of its contents.
(d) A nonresident business solely performing disaster-related work in this State during a disaster response period at the request of a critical infrastructure company is not required to obtain a certificate of authority from the Secretary of State. The definitions and provisions of G.S. 166A-19.70A apply to this subsection. (2013-157, s. 2; 2019-187, s. 1(c).)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 1 - General Provisions. › § 57D-1-31 - Interrogatories by Secretary of State.

§ 57D-1-31. Interrogatories by Secretary of State.
The Secretary of State may propound to any limited liability company that the Secretary of State has reason to believe is subject to the provisions of this Chapter, and to any manager or other company official thereof, such written interrogatories as may be necessary and proper to enable the Secretary of State to ascertain whether the limited liability company has complied with all of the provisions of this Chapter applicable to it. Subject to applicable jurisdictional requirements, the interrogatories must be answered within 30 days after the mailing thereof, or within such additional time as the Secretary of State may fix, and the answers thereto must be full and complete and made in writing and under oath. If the interrogatories are directed to an individual, they must be answered by the individual, and if directed to a limited liability company, they must be answered by a manager or other company official thereof. The Secretary of State shall certify to the Attorney General for such action all interrogatories and answers thereto that disclose a violation of any of the provisions of this Chapter requiring or permitting action by the Attorney General. (2013-157, s. 2.)
2023 North Carolina General Statutes › Chapter 57D - North Carolina Limited Liability Company Act › Article 1 - General Provisions. › § 57D-1-33 - Information disclosed by interrogatories.

§ 57D-1-33. Information disclosed by interrogatories.
Interrogatories propounded by the Secretary of State and the answers thereto will not be open to public inspection nor shall the Secretary of State disclose any facts or information obtained therefrom, except to the extent applicable law requires the Secretary of State to make the information public or the interrogatories or the answers thereto are required for evidence in any proceedings by this State. (2013-157, s. 2.)
2023 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-2-01 - Nature, purposes, duration, existence.

§ 57D-2-01. Nature, purposes, duration, existence.
(a) An LLC is an entity distinct from its interest owners.
(b) An LLC has perpetual duration.
(c) Subject to subsection (d) of this section, an LLC may engage in any lawful business.
(d) A limited liability company engaging in a business that is subject to regulation under another statute of this State may be formed or authorized to transact business under this Chapter if not precluded by the other statute and is otherwise subject to the application of the other statute, which in the case of a limited liability company rendering a professional service requires giving effect to G.S. 57D-2-02.
(e) After the dissolution of an LLC, the LLC continues its existence but shall wind up pursuant to G.S. 57D-6-07. (2013-157, s. 2.)
2023 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-2-03 - Powers of the LLC.

§ 57D-2-03. Powers of the LLC.
Unless this Chapter provides otherwise or the powers of the LLC are limited under the operating agreement, an LLC has the same powers as an individual or a domestic corporation to do all things necessary or convenient to carry out its business. (2013-157, s. 2.)
2023 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-2-20 - Formation.

§ 57D-2-20. Formation.
(a) One or more persons may cause an LLC to be formed by delivering executed articles of organization to the Secretary of State for filing in accordance with this Chapter and Chapter 55D of the General Statutes. An LLC may also be formed through the conversion of another eligible entity into an LLC pursuant to Part 2 of Article 9 of this Chapter.
(b) An LLC is formed at the time the articles of organization filed by the Secretary of State become effective. Filing of the articles of organization by the Secretary of State is conclusive proof that all conditions to the formation of the LLC have been satisfied except in a proceeding by the State to cancel or revoke the articles of organization or involuntarily dissolve the LLC.
(c) If initial members are not identified in the articles of organization of an LLC in the manner provided in G.S. 57D-3-01(a)(1), the organizer or organizers shall either identify the initial members of the LLC or dissolve the LLC. Unless otherwise provided in the articles of organization, all decisions to be made by the organizers require the approval of a majority of the organizers. (2013-157, s. 2.)
2023 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-2-21 - Articles of organization.

§ 57D-2-21. Articles of organization.
(a) The articles of organization must include the following information:
(1) A name of the LLC that satisfies the provisions of G.S. 55D-20 and G.S. 55D-21.
(2) The name and address of each person executing the articles of organization and whether the person is executing the articles of organization in the capacity of a member or an organizer.
(3) The street address, and the mailing address if different from the street address, of the LLC's initial registered office, the county in which the initial registered office is located, and the name of the LLC's initial registered agent at that address.
(4) The street address, and the mailing address if different from the street address, of the LLC's principal office, if any, and the county in which the principal office, if any, is located.
(5) If the LLC is to render professional services and is subject to G.S. 57D-2-02 as a professional limited liability company, the professional services to be rendered by the LLC.
(b) The articles of organization may include any other provision that is or may be included in an operating agreement. (2013-157, s. 2.)
2023 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.)
2023 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.)
2023 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).)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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).)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)