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North Carolina LLC Operating Agreement Forms

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The North Carolina LLC operating agreement is a legal document that shall guide the members of any business in establishing various policies, procedures, duties, and member relations, among other vital aspects of the company.

The State of North Carolina does not require the possession of this document by any business in order to do business within the State. That being said, absolutely all businesses must implement the document if the members expect to remain protected from liability in the event of any litigious actions brought against the company. The completion of the document will separate the obligations of the members from those of the business.

All persons who acquire interest in the business will be bound by the rules agreed upon by the members. As long as the decisions are in writing, the members may amend and update any of the terms, as deemed necessary by the members. Upon completion of the document, the document must be filed with the State Secretary and will be required to report annually until the business has been liquidated. There will be a $200.00 filing fee, annually.

Definition – § 57D-1-03(23)

Laws – § 57D-2-30

Table of Contents

Types

Multi-Member – For use by members of companies with more than one (1) member. The document will provide protections needed with regard to the personal interest of all members of the business.

Single-Member – For use by a sole proprietor where there would be only one (1) member running the business. The document will separate the single member from the business, protecting the member’s personal and financial assets.

How to Form an LLC in North Carolina

The North Carolina Secretary of State requires all business filings to be submitted under an operating name which is unique to the company and dissimilar to any other business name registered in the State. For this reason, it is best to Search for your Business Name in the State’s records prior to filing, thus ensuring the availability and uniqueness of the name.

Step 1 – Appoint a Registered Agent

Each LLC must nominate a Registered Agent as required by State law. A Registered Agent acts as a contact for the LLC, receiving annual filings and notices from government agencies on behalf of the company.

Step 2 – Which LLC Type

Your filing circumstances will dictate which type of LLC needs to be applied for. A new company formed within the State is considered a Domestic LLC while a preexisting business expanding into the State from an outside jurisdiction is called a Foreign LLC. Ensure you know which LLC type to apply for before proceeding.

Step 3 – Complete the Application

Download the appropriate application below and fill it in on your computer, or, print it off and use black ink.

*When submitting a Foreign LLC application, be sure to include a Certificate of Existence (or like document) which is less than six (6) months old and authenticated by an official in the initial jurisdiction.

Step 4 – Filing Fee

Enclose a check made payable to the ‘N.C. Secretary of State’ to cover the filing fee. The requisite filing fees are as follows:

  • Domestic LLC – $125
  • Foreign LLC – $250

Once the fee has been attached, place all articles in an envelope and send your filing package by mail to the following address:

Corporations Division, P.O. Box 29622, Raleigh, NC 27626-0622

Step 5 – Operating Agreement

LLCs are encouraged to draft an operating agreement to put in place a set of rules and regulations which will govern the general operation of the business. The agreement is not required in North Carolina, though without it the member(s) will have no proof of their initial investments and contributions to the company.

Step 6 – Employer Identification Number (EIN)

An Employer Identification Number (EIN) should be acquired after filing with the Secretary of State. This identifier is used by the Internal Revenue Service to keep track of the financial activity of entities registered in the country. If you would like to apply for an EIN, complete the Online Application or submit Form SS-4 by mail.

How to Write

Step 1 – Establish the document by entering the name of the entity at the top of the form.

Step 2 – Agreement – Provide the following information:

  • Check the applicable box
  • All required information
  • Single-Member – Enter the name of the company and the state where the business is located. Enter the owner’s name and the business address
  • Multi-Member – Submit each member’s full name and address

Step 3 – Name and Principal Place of Business – Provide the following:

  • The registered name of the company
  • The business’s physical address
  • The city where the business is located

Review the remaining information.

Formation –

  • The date of the formation of the company, in dd/mm/yy format
  • Review the following titles:
  • Purpose
  • Term

Member Capitol Contributions –

  • Check the correct box
  • Single-Members – Read all of the provided information
  • Multi-Members – Submit each member’s name and their respective contribution

Distributions –

  • Check the box that applies
  • Single-Members – Review all information
  • Multi-Members – Provide the name and Percentage Interest of each member

Step 4 – Books, Records and Tax Returns –

  • Check the box that applies
  • Read the information

Proceed by conducting a full review of the following titles:

  • Bank Accounts
  • Management of the Company
  • Check the applicable box
  • Single-Member – Review the this section
  • Multi-Members – Read the information and continue
  • Enter the agreed upon limits into the lines provided

Step 5 – Titled Sections – Check the box, if it applies. Read and enter any additional required information.

  • Meetings of Members – Provide annual date members should expect to meet
  • Assignment of Interests
  • Ownership of Company Property (Sole Owner)
  • Right of First Refusal
  • Admission of New Members
  • Withdrawal Events
  • Dissolution and Liquidation – Check the box (if applicable) and review all information provided
  • Representations of Members
  • Certificates Evidencing Membership – Multi-members must submit a company name and effective date in dd/mm/yyyy format
  • Notices
  • Arbitration
  • Amendments
  • Indemnification (Owners)
  • Miscellaneous

Step 6 – Signatures –

  • Provide the date of when the document shall be executed
  • Submit the signature of a selected company representative
  • Members must submit their signatures

All members must receive a copy of the completed document for their records.


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