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The North Carolina LLC operating agreement is a recommended legal document for single and multi-member limited liability companies. This document allows the member(s) and/or owner(s) to create policies, outline responsibilities, identify voting rights, and perform other ownership responsibilities in an LLC.

From NC Gen Stat § 57D-1-03 (2019):

(23) Operating agreement. – Any agreement concerning the LLC or any ownership interest in the LLC to which each interest owner is a party or is otherwise bound as an interest owner. Subject to other controlling law, the operating agreement may be in any form, including written, oral, or implied, or any combination thereof. The operating agreement may specify the form that the operating agreement must take, in which case any purported amendment to the operating agreement or other agreement expressed in a nonconforming manner will not be deemed to be part of the operating agreement and will not be enforceable to the extent it would be part of the operating agreement if it were in proper form. Subject to G.S. 57D-2-21 and the other provisions of this Chapter governing articles of organization, the articles of organization are to be deemed to be, or be part of, the operating agreement. If the LLC has only one interest owner and no operating agreement to which another person is a party, then any document or record intended by the interest owner to serve as the operating agreement will be the operating agreement.

North Carolina Operating Agreement Law

Per NC Gen Stat § 57D-2-30 (2019):

(a) The operating agreement governs the internal affairs of an LLC and the rights, duties, and obligations of (i) the interest owners, and the rights of any other persons to become interest owners, in relation to each other, the LLC, and their ownership interests or rights to acquire ownership interests and (ii) the company officials in relation to each other, the LLC, and the interest owners. Subject to the limitations set forth in subsections (b), (c), (d), and (e) of this section, the provisions of this Chapter and common law will apply only to the extent contrary or inconsistent provisions are not made in, or are not otherwise supplanted, varied, disclaimed, or nullified by, the operating agreement. The provisions of the operating agreement are severable and each will apply to the extent it is valid and enforceable.
(b) The operating agreement may not do any of the following:
(1) Supplant, vary, disclaim, or nullify the provisions of this Chapter or their application to the extent the provisions:
a. Concern the functions of, including the filings and payments to be made, and the manner in which they are to be made by or to the Secretary of State, the Attorney General, the courts, or any other governmental official, agency, or authority, including Articles 1 and 9 of this Chapter, G.S. 57D-2-21(a), 57D-2-22(a), 57D-2-23, 57D-2-24, 57D-2-40, 57D-6-02(1), 57D-6-03(a) through (c), 57D-6-04, 57D-6-05, 57D-6-06, the last sentence of G.S. 57D-6-07(c), 57D-6-09, and 57D-10-01; except, the operating agreement may provide the forum in which disputes concerning the LLC or the rights and duties of interest owners and other parties to the operating agreement are to be resolved and other decisions and the manner in which decisions of interest owners and other parties to the operating agreement are to be made.
b. Apply to persons who are not parties to or otherwise bound by the operating agreement, including the extent to which G.S. 57D-5-03 may be applicable to such persons or for which they may be entitled to recovery or other relief thereunder, or the extent to which G.S. 57D-1-02, 57D-6-08(1), 57D-6-10, 57D-6-11, 57D-6-12, and 57D-6-13 are applicable to such persons.
c. Are set forth in this section, G.S. 57D-1-01, 57D-2-01(d), 57D-2-02, 57D-2-03, 57D-2-20, 57D-3-23, 57D-5-01, 57D-6-01, clause (ii) of 57D-6-02(2), and 57D-6-07(b) and (f).
(2) Recodified as G.S. 57D-2-30(b)(1)b.
(3) Diminish the rights and protections of the LLC under G.S. 57D-4-05 and G.S. 57D-4-06.
(4) Diminish the rights and protections of members under G.S. 57D-3-04(a), except as permitted by and otherwise subject to subsections (b) through (f) of G.S. 57D-3-04.
(5) Eliminate the right of a member to bring a derivative action under Article 8 of this Chapter unless the operating agreement provides an alternative remedy, which may include the right to bring a direct action in lieu of a derivative action or modifying the procedures provided in Article 8 of this Chapter governing derivative actions.
(6) Eliminate the right of a member to bring an action to have the LLC judicially dissolved under clause (i) in G.S. 57D-6-02(2), unless the operating agreement provides an alternative remedy.
(7) Recodified as G.S. 57D-2-30(b)(1)c.
(c) Oral or implied provisions in the operating agreement may not supplant, vary, disclaim, or nullify any contrary or inconsistent written provisions in the operating agreement to the detriment of the rights of persons who are not parties to the operating agreement to the extent that they reasonably rely on those written provisions in the operating agreement.
(d) In the event of a conflict between the operating agreement and a provision in any document of an LLC filed by the Secretary of State:
(1) The operating agreement shall prevail as to parties to the operating agreement and company officials.
(2) The document filed by the Secretary of State shall prevail as to persons who are not parties to the operating agreement and are not company officials to the extent that they reasonably rely on the document filed by the Secretary of State.
(e) Except as provided in or permitted by this Chapter or other applicable law, the laws of agency and contract, including the implied contractual covenant of good faith and fair dealing and the requirement that the terms of an operating agreement not be unconscionable at the time they are made, govern the administration and enforcement of operating agreements.

Forming an LLC in North Carolina

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

To file formation articles, all North Carolina LLCs need a legally registered business name. The title may not include other business designations like “corp” and must be distinguishable or unique from other business names in the state, including non-LLCs.

To identify your business as an LLC, the legal name must include:

  • LLC
  • L.L.C.
  • LC
  • L.C.
  • Limited Liability Company
  • or Std. Liability Co.

The name may include restricted words that relate to the professional business type being included (university, attorney, bank), as long as a licensed practitioner is part of the LLC and completes required verification.

The name cannot include government agencies such as Treasury, CIA, FBI, etc.

To conduct the name search, use the North Carolina Secretary of State Business Entity Search website.

Step 2: Choose Your Registered Agent

All North Carolina LLCs must appoint a registered agent that will accept legal documentation on behalf of the company. This can be an individual or an agent service, but the designated agent is legally responsible for all service of process, so choose carefully.

An individual agent must:

  • Be 18 years or older
  • Be available during business hours (9am – 5pm local time)
  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in North Carolina

When using a registered agent service, the agent must be authorized to do business in North Carolina.

Step 3: File Your Formation Articles

In North Carolina, Domestic LLC formations (in-state) must complete Articles of Organization to be recognized as an LLC.

Online Filing (Domestic):

Mailed Filing (Domestic):

North Carolina Secretary of State
Business Registration Division
P.O. Box 29622
Raleigh, NC 27626-0622

Foreign LLCs expanding to North Carolina must complete a Certificate of Authority, and file a Certificate of Existence from the original formation of the business.

Online Filing (Foreign):

Mailed Filing (Foreign):

North Carolina Secretary of State
Business Registration Division
P.O. Box 29622
Raleigh, NC 27626-0622

Step 4: Draft a North Carolina Operating Agreement

While not required, it is highly recommended to create an operating agreement for LLCs with a single or multiple directors. This legal documentation is recommended to document capital contributions, organization, voting rights, ownership percentage, responsibilities, profit and loss distribution, and more. It may also be used to outline rules and regulations.

The document can settle disputes between multiple directors or act as proof in court when signed and acknowledged by all parties involved, as all directors are required to sign off on provisions. It is recommended that all directors each keep a copy, and that a copy is held with the other business records until needed. The agreement does not need to be filed with the state.