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 period of LLC’s duration (the latest date for dissolution) if the LLC is to dissolve by a specific date. If no date for dissolution is specified, there shall be no limit on the duration of the LLC
- The name and address of each person executing the articles of organization and the title or capacity of the signatory whether a member or an organizer
- The street address, (mailing address) including the county, of the LLC’s initial registered office
- The name of the LLC’s initial registered agent at the above address
- The street address (mailing address) and county of the LLC’s principal office, if any
- A statement as to whether the company will be member or manager managed
- Any other provision, not inconsistent with law, set forth in an operating agreement
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
- 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to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.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 limited liability company must have one or more members.
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 any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.