2005 North Carolina Code - General Statutes Article 10 - Miscellaneous.

Article 10.

Miscellaneous.

§ 57C‑10‑01.  Execution by judicial act.

Any person who is adversely affected by the failure or refusal of any person to execute and file any articles or other 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 filing of the articles or other document.  If the court finds that it is proper for the articles or the document to be executed and filed and that there has been failure or refusal to execute and file the document, it shall order the Secretary of State to file the appropriate articles or other document. (1993, c. 354, s. 1.)

 

§ 57C‑10‑02.  Applicability of provisions to foreign and interstate commerce.

The provisions of this Chapter shall apply to determine the rights and obligations of a limited liability company formed hereunder in commerce with foreign nations and among the several states, except as prohibited by law. (1993, c. 354, s. 1; 2001‑387, s. 100.)

 

§ 57C‑10‑03.  Rules of construction.

(a)       The rules that statutes in derogation of the common law are to be strictly construed shall have no application to this Chapter.

(b)       The law of estoppel shall apply to this Chapter.

(c)       The law of agency shall apply under this Chapter.

(d)       This Chapter shall not be construed so as to impair the obligations of any contract existing when this Chapter goes into effect, nor to affect any action or proceedings begun or right accrued before this Chapter takes effect. (1993, c. 354, s. 1.)

 

§ 57C‑10‑04.  Jurisdiction of the superior courts.

The superior courts shall have jurisdiction to enforce the provisions of this Chapter. (1993, c. 354, s. 1.)

 

§ 57C‑10‑05.  Rules for cases not provided for in this Chapter.

In any case not provided for in this Chapter, the rules of law and equity shall govern. (1993, c. 354, s. 1.)

 

§ 57C‑10‑06.  Income taxation.

A limited liability company, a foreign limited liability company authorized to transact business in this State, and a member of one of these companies are subject to taxation under Article 4 of Chapter 105 of the General Statutes in accordance with their classification for federal income tax purposes. Accordingly, if a limited liability company or a foreign limited liability company authorized to transact business in this State is classified for federal income tax purposes as a C corporation as defined in G.S. 105‑131(b)(2) or an S corporation as defined in G.S. 105‑131(b)(8), the company and its members are subject to tax under Article 4 of Chapter 105 of the General Statutes to the same extent as a C corporation or an S corporation, as the case may be, and its shareholders. If a limited liability company or a foreign limited liability company authorized to transact business in this State is classified for federal income tax purposes as a partnership, the company and its members are subject to tax under Article 4 of Chapter 105 of the General Statutes to the same extent as a partnership and its members. If a limited liability company or a foreign limited liability company authorized to transact business in this State is classified for federal income tax purposes as other than a corporation or a partnership, the company and its members are subject to tax under Article 4 of Chapter 105 of the General Statutes in a manner consistent with that classification. This section does not require a limited liability company or a foreign limited liability company to obtain an administrative ruling from the Internal Revenue Service on its classification under the Internal Revenue Code. (1993, c. 354, s. 1; 2001‑387, s. 101.)

 

§ 57C‑10‑07.  Intent.

It is the intent of the General Assembly that the legal existence of limited liability companies formed under this Chapter be recognized outside the boundaries of this State and that, subject to any reasonable requirement of registration, a domestic limited liability company transacting business outside this State be granted full faith and credit under Section 1 of Article IV of the Constitution of the United States. (1993, c. 354, s. 1; 2001‑387, s. 102.)