How to Dissolve an LLC in North Carolina

By Jeffry Olson, J.D.

How to Dissolve an LLC in North Carolina

By Jeffry Olson, J.D.

A limited liability company (LLC) in the state of North Carolina is both created and dissolved by filing articles of organization or dissolution, respectively, with the Secretary of State. An LLC may also be dissolved involuntarily by court order or voluntarily. This article addresses voluntary dissolution of a North Carolina LLC.

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Meeting of the Members

When a decision is made to dissolve the LLC, first consult the articles of organization and the operating agreement. The dissolution must comply with the terms of the articles of organization or the operating agreement. If dissolution is not covered in either of these documents, state law applies by default and a meeting of the members is called.

A resolution to dissolve the LLC must be adopted by the members if a previous agreement wasn't covered. North Carolina law requires all members to agree to the dissolution in writing if neither the articles of organization nor the operating agreement detail a method for dissolution.

Articles of Dissolution

After the members have agreed to dissolve the LLC, by the method described in the articles of organization or the operating agreement or by unanimous consent, articles of dissolution must be filed with the Secretary of State. The articles of dissolution include the name of the LLC, the date of the filing of the articles of organization and any amendments, the legal basis for filing articles of dissolution (for example, written agreement by all of the members), and the effective date of the dissolution of the LLC.

The North Carolina Secretary of State has an Articles of Dissolution form to download and execute. The filing fee for the articles of dissolution must be paid to be processed.

Winding Up the LLC

Resolving final matters of the LLC is sometimes referred to as "winding up" the LLC. After the members vote to dissolve the LLC, it continues to exist to allow time for winding up the company. Usually, the LLC will designate one of the members to handle the winding up.

According to North Carolina law, the tasks to be done include collecting the assets of the LLC, disposing of the property of the LLC that will not be distributed in kind to members, paying or making plans to pay LLC liabilities, and distributing remaining assets to LLC members.

Provide Notice of Dissolution

Written notice of the dissolution of the LLC must be provided to known creditors of the LLC. The notice states a claim of any money owed, supplies a mailing address where claims are to be sent, and provides a deadline at least 120 days from the date of the written notice. The notice must state that any claims not received by the deadline are barred pursuant to North Carolina law.

Notice of dissolution of the LLC may also be published in a newspaper, along with the request that parties with a claim against the LLC make those claims in accordance with the notice. This notice must be published once in the county where the LLC's primary office was located, and it must explain how to make a claim and provide a mailing address where the claim is to be sent. The notice must also state that any claims made against the LLC will be barred unless brought within five years of the publication of the notice.

Dissolving an LLC in North Carolina

In North Carolina, dissolving an LLC does not mean simply closing the doors of your business. It requires filing articles of dissolution with the Secretary of State and taking the proper steps to wind up the company. Creditors must be notified and any remaining assets distributed properly to the members.

Taking the time to properly dissolve an LLC in North Carolina by having the correct agreements in place resolves any potential issues, including remaining property, and limits the ability of creditors to make claims against members for debts of the LLC in the future.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.