North Carolina Limited Liability Company Act

by Holly Cameron
There can be tax advantages to setting up an LLC.

There can be tax advantages to setting up an LLC.

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The North Carolina Limited Liability Company Act is set out in Chapter 57C of the North Carolina General Statutes. The Act lists the relevant law relating to the incorporation of a limited liability company (LLC) in the state of North Carolina. A limited liability company is a form of business entity that combines certain legal aspects of a partnership with those of a traditional corporation.

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The name of each LLC in North Carolina must be distinguishable from the name of any other business entity registered in the state. In addition, the name must contain the words, “limited liability company,” or the abbreviation, “LLC” or “L.L.C.” Individuals may check with the Corporations Division of the Department of the Secretary of State to determine whether a proposed name will be acceptable under the law. If an existing LLC wishes to change its name, it must file an amendment to the Articles of Organization and pay a fee of $50.

Articles of Organization

Any individual who wishes to incorporate an LLC in North Carolina may do so by filing Articles of Organization with the Secretary of State and paying the relevant fee. The Articles of Organization must set out the name of the company, the names and addresses of the organizers, and the address of the registered office. The duration of the company may be stipulated in the articles; however, if this is not done, the company is deemed to exist in perpetuity until dissolved by consent of the members or operation of law. Further provisions relating to the running of the company may be added in the form of an operating agreement.

Legal Powers

In North Carolina, unless provided otherwise by the Articles of Organization, an LLC has the same powers as an individual to do whatever is necessary to carry out its business including the power to sue and be sued in its own name. An LLC can also purchase or lease property, make contracts, lend money and do any other legal act that furthers its business.

Continuing Obligations

Every LLC incorporated in North Carolina must file an annual report with the Secretary of State. The annual report must include up-to-date information regarding the members of the company, its registered office and the nature of its business. If the information has not changed, a pre-printed report may be downloaded. The annual report must be delivered by 15th April each year and may be mailed or filed electronically.