Articles of Organization
To form an LLC in North Carolina, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the North Carolina Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization. This information must include:
- The LLC name
- The street and mailing address of the registered office
- The name and the street and mailing address of the registered agent
- The period of the LLC’s duration, if the LLC is to have a specific date of dissolution and the date of dissolution
- A statement as to whether the company will be member or manager managed
- Any other matters the managers or members determine to include therein
Your LLC is considered organized once the original executed articles of organization are delivered to the Corporations Division of the Secretary of State by one or more persons. The document must be executed by:
- An organizer if the LLC has not been formed or has no initial members
- A manager or
- By a fiduciary if the LLC is in the hand of a receiver, trustee or other court-appointed fiduciary
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, forming an LLC generally requires inclusion and/or considering of the following:
Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
A LLC must have at least one or more members. Requirements:
- Minimum Number of Members: A limited liability company must have one or more members
- Eligibility Requirements:
- Procedure for Membership:
Resignation of Membership
A member always has the power, though not necessarily the right, to terminate the member’s membership by resigning or retiring at any time. Certain prohibitions exist surrounding the right of a member to resign from the company.
- A member may not resign from a limited liability company except in accordance with the operating agreement or articles of organization.
The contributions of a member to the LLC may consist of cash, property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.