§ 57C-3-01. Admission of members. - North Carolina Statutes

Article 3.

Membership andManagement.

Part 1. Membership.

§ 57C‑3‑01. Admission of members.

(a)        Unless the articlesof organization of a limited liability company provide otherwise, each personexecuting the articles of organization of a limited liability company in thecapacity of a member, and each person who is otherwise named in the articles oforganization as a member of the limited liability company, becomes a member atthe time that the filing by the Secretary of State of the articles of organizationof the limited liability company becomes effective.

(b)        A person may beadmitted as a member of a limited liability company:

(1)        In the case of aperson acquiring a membership interest from the limited liability company, (i)upon being so identified as a member by the organizers of the limited liabilitycompany in accordance with G.S. 57C‑2‑20(c), (ii) as provided inthe articles of organization or operating agreement or, if the articles oforganization or operating agreement do not so provide, upon the unanimousconsent of the  members, or (iii) upon being designated or otherwise appointedas a member under G.S. 57C‑6‑01(4);

(2)        In the case of anassignee or other person having only the rights of an assignee under G.S. 57C‑5‑02with respect to an interest of a member in a limited liability company, asprovided in G.S. 57C‑5‑04(a); and

(3)        In connection with abusiness entity converting or merging into the limited liability company underPart 1 or Part 2 of Article 9A of this Chapter.

(c)        Nothing in this Chapterprecludes a person from being a member of a limited liability company becausethat person has not made, and has no obligation to make, any contributions tothe limited liability company and has no right to receive any distributionsfrom the limited liability company or share in any profits or losses of thelimited liability company.  (1993, c. 354, s. 1; 1999‑189, s. 4.1; 2000‑140,s. 101(t); 2001‑387, s. 64; 2009‑247, s. 2.)