Limited Liability Companies – North Carolina

By | February 7, 2008

Address of state office for filing:
Secretary of State
Corporations Division
PO Box 29622
Raleigh NC 27626-0622
Telephone: 919-807-2225
State web address: www.ncga.state.nc.us/
State law reference: North Carolina General Statutes, Chapter 57C.
Title of filing: Articles of Organization.
Filing Fee: $125
Name requirements: The official name must contain the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.,” or the combination “Ltd. Liability Co.,” “Limited Liability Co.,” or “Ltd. Liability Company.” (Section 55D-20). A company name may be reserved for 120 days for a fee of $30. (Section 55D-23).
Organizer requirements: A limited liability company may be organized by one person. The organizer need not be a natural person, nor a member. (Section 57C-2-20).
Articles of Organization requirements: Articles of Organization must contain the following: (1) name of company, (2) duration of company, if less than perpetual, (3) the name and address of each person executing the Articles and whether the person is executing the Articles in the capacity of a member or an organizer, (4) registered agent name and office address, including its county, (5) the street address, including its county, of the company’s principal office, and (6) any additional matters. (Section 57C-2-21).
Annual report requirement: Yes, to Secretary of State. (Section 57C-2-23). $200 filing fee.
Publication requirement: No.
Effective date of limited liability company organization: On the date of official approval of Articles of Organization, the company becomes a legal entity and the members are shielded from personal liability. In addition, the effective date may be delayed up to 90 days if so stated in the Articles of Organization. (Section 57C-2-20).
Membership requirements: Minimum number required is one. May be a natural person or a business entity. (Section 57C-2-20(c)).
Other: All members, by virtue of their status as members, shall be managers of the company unless the Articles of Organization provide otherwise. (Section 57C-3-20(a). If the organizers want a manager-managed company,the Articles must include a statement that, except as provided in Section 57C-3-20(a), the members shall not be managers by virtue of their status as members. (Section 57C-2-21).