A North Carolina LLC operating agreement is an arrangement that outlines a company’s terms for its governance and operation. It can protect in certain legal situations that are otherwise disputable according to North Carolina law.
Instead of filing an LLC operating agreement with a governing authority, LLC members retain a copy for their records.
Is an LLC Operating Agreement Required in North Carolina?
No, an LLC operating agreement is not required in North Carolina, but it can help you handle misunderstandings within your company.
Chapter 57D of the North Carolina Statutes contains the North Carolina Limited Company Act, which serves as a reference point for all legal guidelines that LLCs follow.
Here are three relevant statutes as they pertain to LLC operating agreements:
- § 57D-2-30 (Scope, function, and limitations of operating agreements)
- § 57D-2-31 (Parties to, and other persons subject to or having rights under, the operating agreement)
- § 57D-2-32 (Remedies for breach of the operating agreement or occurrence of identified events; reliance on operating agreement)
Costs and Fees
To form a domestic LLC in North Carolina, you must pay a one-time fee of $125. Registering a foreign LLC in North Carolina costs $250.
You can pay a $200 annual fee to maintain your LLC when you submit your yearly report to the Secretary of State.
There are also some optional fees to consider when forming your LLC. For example, you can pay $30 to reserve a company name for up to 120 days.
How to Form an LLC in North Carolina
Here are some step-by-step instructions on how to form an LLC in North Carolina:
Step 1 – Choose Your Business Name
The title of the registered LLC must contain the words “Limited Liability Company” or one of the following accepted abbreviations:
- Limited Liability Co.
When choosing a company name, you can also ensure it’s unique. Confirm that your chosen name doesn’t match an existing entity’s name by using the North Carolina business name database.
If you have an idea for a name but aren’t quite ready to proceed with the rest of the process, you can reserve your business name. This task is entirely optional, but it can be helpful if someone else tries to use the same idea first.
Step 2 – Choose Your Registered Agent
When filing for your LLC, you must include the name of your registered agent. By doing so, you authorize this agent to accept any legal documents requiring business delivery.
The agent may be a resident or a business if legally authorized to conduct business in North Carolina. They must also possess a physical street address in North Carolina.
Step 3 – File Your Articles of Organization
Officially, the collection of forms and information you must file is called the articles of organization. When filing these articles, you must include:
- The name of your LLC
- The name, address, and contact info of your registered agent
- The name, address, and contact info of your LLC’s principal office
- Your name, address, and contact info
- The starting date of the articles, if different than the filing date
File these online, through the mail, or in person and pay the associated fee.
Step 4 – Create Your Operating Agreement
Again, this step is technically optional. However, having one can help protect your business from legal troubles. It can also ensure smoother operation, allowing you and your other company members to settle disputes or disagreements.
Step 5 – Comply With Regulations
Other regulations might apply to your particular LLC. For example, certain businesses need various permits and licenses to conduct their work. Some companies may also need to register with the North Carolina DOR (Department of Revenue).
Multi-member LLCS (MMLLCs) must obtain an Employer Identification Number (EIN). The government uses this identifier for tax purposes.
Step 6 – Don’t Forget About Annual Reports
There’s a final, ongoing step that you must do once you form your LLC. Each year, file your annual report with the Secretary of State on or before April 15th. Even if you don’t have any organizational changes to document, you still need to fill out an annual report to inform the Secretary of State that your company’s information is up-to-date.