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North Carolina LLC Operating Agreement

The North Carolina LLC Operating Agreement is the core document that is referred to when issues concerning a North Carolina limited liability company (“LLC”) need to be resolved.

The LLC Operating Agreement is the most important document for your North Carolina LLC.

In the case of a single member LLC, without the formality of an LLC Operating Agreement, the LLC can closely resemble a sole proprietorship, which does not limit your personal liability for business debts of the LLC.

With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with respect to the affairs and management of the LLC and governs the relationship amongst the members of the LLC. By having an LLC Operating Agreement, the members will be provided with a clear set of rules that all members have agreed upon greatly reducing the likelihood of disagreement between them in the future. A LLC Operating Agreement will also greatly reduce financial and management misunderstandings, and make sure your business is governed by your own rules -- not default rules created by the state of North Carolina.

Need a LLC Operating Agreement for your North Carolina LLC? will generate a customized LLC Operating agreement for your North Carolina LLC in a matter of minutes.

Whether your LLC will have one or more members, will be managed by its members or by elected managers, or will be granting one or more members an interest in the LLC for the performance of services, will generate a customized LLC operating agreement tailored to the needs of your business.

If you don’t want to spend thousands of dollars on a lawyer and don’t trust outdated internet forms, then let help you create a customized LLC operating agreement for your North Carolina LLC.


The LLC operating agreement does not have to be filed with any state agency. All states, including the state of North Carolina will enforce valid operating agreements entered into among LLC members. The operating agreement will only be enforced against the persons who are parties to the agreement. Therefore, it is extremely important that all members of an LLC sign the operating agreement.

Your North Carolina Limited Liability Company

LLC Filing Office

Secretary of State
2 South Salisbury Street
Raleigh, NC 27601-2903
Tel: 505-827-4722
Check Name Availability

Entity or Franchise Level Tax

North Carolina does not require partnerships, LLCs taxable as partnerships, or disregarded single-member LLCs to pay a general net worth tax based on net income.

State LLC Act

The North Carolina LLC Act is contained in Chapter 57C of the North Carolina Statutes
The North Carolina LLC Act

Important Statutory Rules

LLC Management

An LLC is managed by its members unless the Operating Agreement states that the LLC is to be managed by one or more managers.

Admission of Members

Unless otherwise provided in the Operating Agreement, new interests in the LLC must be issued with the written consent of all the members.  Unless otherwise provided in the Operating Agreement, the admission of a transferee as a member must be approved by the unanimous consent of all non-transferring members.

Amending the Operating Agreement

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement require the approval of all members.


Unless otherwise specified in the Operating Agreement, approval of a majority of the voting members is required to sell all LLC assets or voluntarily dissolve the LLC.

Management Expenses

The LLC must pay back managers for payments and personal liabilities incurred in carrying out authorized business for the LLC. 



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