Session Law 2013-157 (Senate Bill 439) Summary

• Repeals Chapter 57C of the General Statutes and enacts a new Chapter 57D to comprehensively rewrite North Carolina's Limited Liability Company Act, effective January 1, 2014.

• Establishes modern LLC governance framework including detailed provisions on formation, membership, management, operating agreements, distributions, member rights, and dissolution procedures.

• Permits flexibility in LLC structure by allowing members to be managers by default or designating separate managers, and authorizes operating agreements to govern internal affairs subject to specified statutory limitations.

• Creates comprehensive provisions for foreign LLCs seeking to transact business in North Carolina, including certificate of authority requirements, withdrawal procedures, and grounds for revocation.

• Adds conversion and merger provisions allowing eligible entities (corporations, partnerships, etc.) to convert to or merge with LLCs, and allows LLCs to convert into other entity types.

• Updates cross-references in multiple related statutes (Chapters 55, 55A, 55B, 55D, 59, and various professional licensing and tax statutes) to reference the new Chapter 57D instead of repealed Chapter 57C.