A BILL TO BE ENTITLED
AN ACT to make various changes to the north carolina limited liability company act.
The General Assembly of North Carolina enacts:
SECTION 1.  G.S. 57C‑1‑20 reads as rewritten:
"§ 57C‑1‑20.  Filing requirements.
(a)	A document required or permitted by this Chapter to be filed by the Secretary of State must be filed under Chapter 55D of the General Statutes.
(b)	A document submitted on behalf of a domestic or foreign limited liability company must be executed:
(1)	By a  manager, director, or executive of the limited liability company;
(2)	If the limited liability company has not been formed or  if the limited liability company has never had any members, by an organizer; or
(3)	If the limited liability company is in the hands of a receiver, trustee, or other court‑appointed fiduciary, by that fiduciary."
SECTION 2.  G.S. 57C‑3‑01 reads as rewritten:
"§ 57C‑3‑01.  Admission of members.
(a)	Unless the articles of organization of a limited liability company provide otherwise, each person executing the articles of organization of a limited liability company in the capacity of a member, and each person who is otherwise named in the articles of organization as a member of the limited liability company, becomes a member at the time that the filing by the Secretary of State of the articles of organization of the limited liability company becomes effective.
(b)	A person may be admitted as a member of a limited liability company:
(1)	In the case of a person acquiring a membership interest  from the limited liability company, (i) upon being so identified as a member by the organizers of the limited liability company in accordance with  G.S. 57C‑2‑20(c), (ii)  as provided in the articles of organization or operating agreement or, if the articles of organization or operating agreement do not so provide, upon the unanimous consent of the  members, or (iii) upon being designated or otherwise appointed as a member under G.S. 57C‑6‑01(4);
(2)	In the case of an assignee  or other person having only the rights of an assignee under G.S. 57C‑5‑02 with respect to an interest of a  member in a limited liability company, as provided in G.S. 57C‑5‑04(a); and
(3)	In connection with a business entity converting or merging into the limited liability company under Part 1 or Part 2 of Article 9A of this Chapter.
(c)	Nothing in this Chapter precludes a person from being a member of a limited liability company because that person has not made, and has no obligation to make, any contributions to the limited liability company and has no right to receive any distributions from the limited liability company or share in any profits or losses of the limited liability company."
SECTION 3.  G.S. 57C‑4‑06 is amended by adding a new subsection to read:
"§ 57C‑4‑06.  Restrictions on making distributions.
…
(f)	As used in this section, "distribution" does not include amounts constituting reasonable compensation for present or past services and does not include reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program."
SECTION 4.  G.S. 57C‑5‑04 reads as rewritten:
"§ 57C‑5‑04.  Right of assignee to become a member.
(a)	An assignee of (or other person having only the rights of an assignee under G.S. 57C‑5‑02 with respect to) an interest in a limited liability company may become a member only with  that person's consent and:
(1)	By meeting the requirements provided in the articles of organization or operating agreement;
(2)	By the unanimous consent of the members, if the articles of organization or operating agreement do not provide otherwise; or
(3)	In the manner permitted under G.S. 57C‑6‑01(4), if the limited liability company ceases to have any members.
The consent of a member may be evidenced  as provided in the articles of organization or operating agreement. If the articles of organization or operating agreement do not provide otherwise, then consent is to be evidenced by a written instrument, dated and signed by the member, or evidenced by a vote taken at a meeting of members.
(b)	An assignee who becomes a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreements, and this Chapter. Notwithstanding the preceding sentence, unless otherwise provided in a written operating agreement, an assignee who becomes a member is liable for any obligations of his assignor to make contributions under G.S. 57C‑4‑02 (liability for contribution) but shall not be liable for obligations of his assignor under G.S. 57C‑4‑07 (liability upon wrongful distribution). However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a member and which could not be ascertained from the articles of organization or a written operating agreement.
(c)	Whether or not an assignee of a membership interest becomes a member, the assignor is not released from  liability  that the assignor may have under G.S. 57C‑4‑02  or G.S. 57C‑4‑07."
SECTION 5.  G.S. 57C‑5‑05 reads as rewritten:
"§ 57C‑5‑05.  Powers of legal representative of a deceased, incompetent, or dissolved member.
 Unless otherwise provided in the articles of organization or a written operating agreement, if a member is a corporation, trust, or other entity and is dissolved or terminated, the powers of that member may be exercised by its legal representative or successor for the purpose of liquidating, winding up, and making final distributions of the entity's assets to its owners, beneficiaries, or creditors."
SECTION 6.  G.S. 57C‑6‑01 reads as rewritten:
"§ 57C‑6‑01.  Dissolution.
A limited liability company is dissolved and its affairs shall be wound up at or upon the first to occur of the following:
(1)	The time specified in the articles of organization or a written operating agreement;
(2)	The happening of an event specified in the articles of organization or a written operating agreement;
(3)	The written consent of all  members or, if the limited liability company never had any members, a majority of the organizers;
(4)	 The 90th day after the day on which a limited liability company that once had one or more members ceases to have any members, unless within that 90‑day period, one or more persons are designated or otherwise admitted, with their consent, as members either as provided by the articles of organization or a written operating agreement or, if the articles of organization or written operating agreement do not so provide, are designated or otherwise admitted as members by the assignee (or other person having only the rights of an assignee under G.S. 57C‑5‑02 who controls the interest) of the person who was the last member of the limited liability company; or
(5)	Entry of a decree of judicial dissolution under G.S. 57C‑6‑02, or the filing by the Secretary of State of a certificate of dissolution under G.S. 57C‑6‑03."
SECTION 7.  G.S. 57C‑6‑06.1 is repealed.
SECTION 8.  G.S. 57C‑10‑03 reads as rewritten:
"§ 57C‑10‑03.  Rules of  construction; policy.
(a)	The rules that statutes in derogation of the common law are to be strictly construed shall have no application to this Chapter.
(b)	The law of estoppel shall apply to this Chapter.
(c)	The law of agency shall apply under this Chapter.
(d)	This Chapter shall not be construed so as to impair the obligations of any contract existing when this Chapter goes into effect, nor to affect any action or proceedings begun or right accrued before this Chapter takes effect.
(e)	It is the policy of this Chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements."
SECTION 9.  This act becomes effective January 1, 2010.