Chapter 57C- North Carolina Limited Liability Company Act
Sec. 57C‑1‑01.
Short title. This Chapter is
the "North Carolina Limited Liability Company Act" and may be cited
by that name.
(a) Every limited liability company formed under
this Chapter has the purpose of engaging in any lawful business unless a more
limited lawful purpose is set forth in its articles of organization.
(b) A domestic or foreign limited liability
company engaging in a business that is subject to regulation under another
statute of this State may be formed or authorized to transact business under
this Chapter only if permitted by and subject to all limitations of the other
statute giving effect to subsection (c) of this section.
(c) Subsections (a) and (b) of this section to the
contrary notwithstanding and except as set forth in this subsection, a domestic
or foreign limited liability company shall engage in rendering professional
services only to the extent that a professional corporation acting pursuant to
Chapter 55B of the General Statutes or a corporation acting pursuant to Chapter
55 of the General Statutes may engage in rendering professional services under
the conditions and limitations imposed by an applicable licensing statute.
Chapter 55B of the General Statutes and each applicable licensing statute are
deemed amended to provide that professionals licensed under the applicable
licensing statute may render professional services through a domestic or
foreign limited liability company. For purposes of applying the provisions,
conditions, and limitations of Chapter 55B of the General Statutes and the
applicable licensing statute to domestic and foreign limited liability
companies that engage in rendering professional services, (i) unless the
context clearly requires otherwise, references to Chapter 55 of the General Statutes
(the North Carolina Business Corporation Act) shall be treated as references to
this Chapter, and references to a "corporation" or "foreign
corporation" shall be treated as references to a limited liability company
or foreign limited liability company, respectively, (ii) members shall be
treated in the same manner as shareholders of a professional corporation, (iii)
managers and directors shall be treated in the same manner as directors of a
professional corporation, (iv) the persons signing the articles of organization
of a limited liability company shall be treated in the same manner as the
incorporators of a professional corporation, and (v) the name of a domestic or
foreign limited liability company so engaged shall comply with Article 3 of
Chapter 55D of the General Statutes and, in addition, shall contain the word
"Professional" or the abbreviation "P.L.L.C." or
"PLLC". For purposes of this subsection, "applicable licensing
statute" shall mean those provisions of the General Statutes referred to
in G.S. 55B‑2(6).
Nothing
in this Chapter shall be interpreted to abolish, modify, restrict, limit, or
alter the law in this State applicable to the professional relationship and
liabilities between the individual furnishing the professional services and the
person receiving the professional services, the standards of professional
conduct applicable to the rendering of the services, or any responsibilities,
obligations, or sanctions imposed under applicable licensing statutes. A
member, manager, director, or executive of a professional limited liability
company is not individually liable, directly or indirectly, including by
indemnification, contribution, assessment, or otherwise, for debts,
obligations, and liabilities of, or chargeable to, the professional limited
liability company that arise from errors, omissions, negligence, malpractice,
incompetence, or malfeasance committed by another member, manager, director,
executive, employee, agent, or other representative of the professional limited
liability company; provided, however, nothing in this Chapter shall affect the
liability of a member, manager, director, or executive of a professional
limited liability company for his or her own errors, omissions, negligence,
malpractice, incompetence, or malfeasance committed in the rendering of
professional services.
Sec. 57C-2-02. Powers of the
limited liability company. Unless its articles
of organization or this Chapter provide otherwise, each limited liability
company has the same powers as an individual to do all things necessary or
convenient to carry out its business and affairs, including, without
limitation, power:
(16) To render
professional services, subject to G.S. 57C‑2‑01(c).
Return to Table of Contents for Statutes: NC General Statutes