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North Carolina & Limited Liability Act

The North Carolina Limited Liability Company Act contains provisions for regulating the formation and registration of limited liability companies in North Carolina. A limited liability company (LLC) is a legal entity independent of its members, meaning the company can hold assets, sue and be sued. The North Carolina Limited Liability Company Act is contained in Chapter 57C of the North Carolina General Statutes.

  1. Certificate Of Existence

    • When you create an LLC as a business entity, you must file an application for a certificate of existence with the Secretary of State. Section 57C-1-28 of the act states that foreign LLCs must apply for a certificate of authorization, allowing them to conduct business in North Carolina as an LLC. These certificates contain the company name as it is used in North Carolina, the date of formation and the date of authorization for foreign LLCs. The certificate provides authoritative evidence that a domestic LLC or a registered, foreign LLC has the legal right to conduct business in North Carolina.

    Formation

    • An individual, or a group of individuals, may form an LLC. To form an LLC, you must prepare Articles of Association, containing information concerning the ownership, membership and structure of the LLC, along with the principal activity of the LLC. After you have prepared your Articles of Association, you must file them with the Secretary of State, who will issue a Certificate of Existence, authorizing the LLC to conduct business in the state. According to section 57C-2-20 of the act, an LLC must have at least one initial member. Other members may join at later dates.

    Liability of Members

    • If you are a member of an LLC and you promise to contribute services, cash or other assets to the LLC, this promise is not legally enforceable unless you made the promise in a signed, written statement. Section 57C-4-02 of the act states that if you do make a signed and written promise to contribute, then you are obliged to make the promised contribution, and the LLC can enforce this promise by bringing an action against you. Even after your death, your representatives must make contributions promised to the LLC from your estate.

    Dissolution

    • An LLC dissolves, meaning it ceases to exist, under certain circumstances. If the articles of the LLC stated that the LLC would dissolve on a certain date, then the LLC undergoes dissolution as scheduled. If the articles specify the dissolution following a certain event, such as the death of one of the members, the LLC dissolves upon that event taking place. If an LLC has no members, it dissolves 90 days following the date when the last member left the LLC, unless the LLC acquires new members within that time. An LLC is dissolved if all the members agree to the dissolution in writing.

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