§ 57C-2-20. Formation. - North Carolina Statutes

Part 2. Formation; Articles ofOrganization; Amendment of Articles; Annual Report.

§ 57C‑2‑20. Formation.

(a)        One or more personsmay form a limited liability company by delivering executed articles oforganization to the Secretary of State for filing. A limited liability companymay also be formed through the conversion of another business entity pursuantto Part 1 of Article 9A of this Chapter.

(b)       (1)        Whenthe filing by the Secretary of State of the articles of organization becomeseffective, the proposed organization becomes a limited liability companysubject to this Chapter and to the purposes, conditions, and provisions statedin the articles of organization.

(2)        Filing of thearticles of organization by the Secretary of State is conclusive evidence ofthe formation of the limited liability company, except in a proceeding by theState to cancel or revoke the articles of organization or involuntarilydissolve the limited liability company.

(c)        Organization of alimited liability company requires one or more initial members and any furtheraction as may be determined by the initial member or members. If initialmembers are not identified in the articles of organization of a limitedliability company in the manner provided in G.S. 57C‑3‑01(a), theorganizers shall hold one or more meetings at the call of a majority of theorganizers to identify the initial members of the limited liability company.Unless otherwise provided in this Chapter or in the articles of organization ofthe limited liability company, all decisions to be made by the organizers atsuch meetings shall require the approval, consent, agreement, or ratificationof a majority of the organizers. Unless otherwise provided in the articles oforganization, the organizers may, in lieu of a meeting, take action asdescribed in this subsection by written consent signed by all of theorganizers. The written consent may be incorporated in, or otherwise made partof, the initial written operating agreement of the limited liability company. (1993, c. 354, s. 1; 1997‑485,s. 28; 1999‑189, s. 2.2; 1999‑369, s. 3.4; 1999‑456, s. 50;2000‑140, ss. 10(a), 10(b); 2001‑387, s. 57.)