Chapter 57C- North Carolina Limited Liability Company Act
References are to North Carolina General Statutes, 2003, as amended.
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).
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