There Is a Newer Version of the North Carolina General Statutes
2009 North Carolina Code
Chapter 57C - North Carolina Limited Liability Company Act.
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Article 1 - General Provisions.
- § 57C-1-01. Short title.
- § 57C-1-02. Reservation of power to amend or repeal.
- § 57C-1-03. Definitions.
- §§ 57C-1-04 through 57C-1-19. Reserved for future codification purposes.
- § 57C-1-20. Filing requirements.
- § 57C-1-21. Forms.
- § 57C-1-22. Filing, service, and copying fees.
- §§ 57C-1-22.1 through 57C-1-22.2: Repealed by Session Laws 2001-358, s. 8(b), effective January 1, 2002.
- §§ 57C-1-23 through 57C-1-27: Repealed by Session Laws 2001-358, s. 8(b), effective January 1, 2002.
- § 57C-1-28. Certificate of existence.
- § 57C-1-29: Repealed by Session Laws 2001-358, s. 8(b), effective January 1, 2002.
- § 57C-1-30. Powers of the Secretary of State.
- § 57C-1-31. Interrogatories by Secretary of State.
- § 57C-1-32. Penalties imposed upon domestic and foreign limited liability companies for failure to answer interrogatories.
- § 57C-1-33. Information disclosed by interrogatories. Article 2 - Purposes, Powers, Formation, Annual Report, Name, Registered Office, and Agent.
- § 57C-2-01. Purposes.
- § 57C-2-02. Powers of the limited liability company.
- §§ 57C-2-03 through 57C-2-19. Reserved for future codification purposes.
- § 57C-2-20. Formation.
- § 57C-2-21. Articles of organization.
- § 57C-2-22. Amendment of articles of organization.
- § 57C-2-22.1. Restated articles of organization.
- § 57C-2-23. Annual report for Secretary of State.
- §§ 57C-2-24 through 57C-2-29. Reserved for future codification purposes.
- § 57C-2-30 through 57C-2-34: Repealed by Session Laws 2001-358, s. 30, effective January 1, 2002.
- §§ 57C-2-35 through 57C-2-39: Reserved for future codification purposes.
- § 57C-2-40. Registered office and registered agent.
- §§ 57C-2-41 through 57C-2-42: Repealed by Session Laws 2001-358, s. 49, effective January 1, 2002.
- § 57C-2-43. Service on limited liability company. Article 3 - Membership and Management.
- § 57C-3-01. Admission of members.
- § 57C-3-02. Cessation of membership.
- § 57C-3-03. Voting of members.
- § 57C-3-04. Members' access to information; records.
- § 57C-3-05. Members bound by operating agreements.
- §§ 57C-3-06 through 57C-3-19. Reserved for future codification purposes.
- § 57C-3-20. Determination of managers; management.
- § 57C-3-21. Qualification, designation, and removal of managers.
- § 57C-3-22. Duties of managers.
- § 57C-3-23. Agency power of managers.
- § 57C-3-24. Delegation of authority of managers.
- § 57C-3-25. Identity of managers, authentication of records, and execution of documents.
- §§ 57C-3-26 through 57C-3-29. Reserved for future codification purposes.
- § 57C-3-30. Liability to third parties of members, managers, directors, and executives; parties to actions; governing law.
- § 57C-3-31. Mandatory indemnification of managers, directors, executives, and members.
- § 57C-3-32. Limitation of liability of managers, directors, executives, and members and permissive indemnification of managers, directors, executives, and members; insurance. Article 4 - Finance.
- § 57C-4-01. Contributions to capital.
- § 57C-4-02. Liability for contribution.
- § 57C-4-03. Allocation of income, gain, loss, deduction, or credit.
- § 57C-4-04. Interim distributions.
- § 57C-4-05. Distribution in kind.
- § 57C-4-06. Restrictions on making distributions.
- § 57C-4-07. Liability upon wrongful distribution.
- § 57C-4-08. Right to distribution. Article 5 - Assignment of Membership Interests; Withdrawal.
- § 57C-5-01. Nature of membership interest.
- § 57C-5-02. Assignment of membership interest.
- § 57C-5-03. Rights of judgment creditor.
- § 57C-5-04. Right of assignee to become a member.
- § 57C-5-05. Powers of legal representative of a dissolved member.
- § 57C-5-06. Voluntary withdrawal of member.
- § 57C-5-07. Distribution upon withdrawal. Article 6 - Dissolution.
- § 57C-6-01. Dissolution.
- § 57C-6-02. Grounds for judicial dissolution.
- § 57C-6-02.1. Procedure for judicial dissolution.
- § 57C-6-02.2. Receivership.
- § 57C-6-02.3. Decree of dissolution.
- § 57C-6-03. Administrative dissolution.
- § 57C-6-03.1. Repealed by Session Laws 1998-228, s. 17.
- § 57C-6-04. Winding up.
- § 57C-6-05. Distribution of assets.
- § 57C-6-06. Articles of dissolution.
- § 57C-6-06.1: Repealed by Session Laws 2009-247, s. 7, effective January 1, 2010.
- § 57C-6-07. Known claims against dissolved limited liability company.
- § 57C-6-08. Unknown and certain other claims against dissolved limited liability company.
- § 57C-6-09. Enforcement of claims. Article 7 - Foreign Limited Liability Companies.
- § 57C-7-01. Law governing.
- § 57C-7-02. Authority to transact business required.
- § 57C-7-03. Consequences of transacting business without authority.
- § 57C-7-04. Application for certificate of authority.
- § 57C-7-05. Amended certificate of authority.
- § 57C-7-06: Repealed by Session Laws 2001-358, s. 29.
- § 57C-7-07. Registered office and registered agent of foreign limited liability company.
- §§ 57C-7-08 through 57C-7-10: Repealed by Session Laws 2001-358, s. 49, effective January 1, 2002.
- § 57C-7-11. Withdrawal of foreign limited liability company.
- § 57C-7-12. Withdrawal of limited liability company by reason of a merger, consolidation, or conversion.
- § 57C-7-13. Action by Attorney General.
- § 57C-7-14. Revocation of certificate of authority. Article 8 - Derivative Actions.
- § 57C-8-01. Members' derivative actions. Article 9 - Merger.
- §§ 57C-9-01 through 57C-9-06. Repealed by Session Laws 1999-369, s. 3.7, effective December 15, 1999. Article 9A - Conversion and Merger.
- § 57C-9A-01. Conversion.
- § 57C-9A-02. Plan of conversion.
- § 57C-9A-03. Filing of articles of organization by converting business entity.
- § 57C-9A-04. Effects of conversion.
- §§ 57C-9A-05 through 57C-9A-09. Reserved for future codification purposes.
- § 57C-9A-10. Conversion.
- § 57C-9A-11. Plan of conversion.
- § 57C-9A-12. Articles of conversion.
- § 57C-9A-13. Effects of conversion.
- §§ 57C-9A-14 through 57C-9A-19. Reserved for future codification purposes.
- § 57C-9A-20. Merger.
- § 57C-9A-21. Plan of merger.
- § 57C-9A-22. Articles of merger.
- § 57C-9A-23. Effects of merger.
- §§ 57C-9A-24 through 57C-9A-29. Reserved for future codification purposes. Article 10 - Miscellaneous.
- § 57C-10-01. Execution by judicial act.
- § 57C-10-02. Applicability of provisions to foreign and interstate commerce.
- § 57C-10-03. Rules of construction; policy.
- § 57C-10-04. Jurisdiction of the superior courts.
- § 57C-10-05. Rules for cases not provided for in this Chapter.
- § 57C-10-06. Income taxation.
- § 57C-10-07. Intent.
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