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The North Carolina LLC Act speaks directly to operating agreements in G.S. 57D-2-30. It says the agreement governs the internal affairs of the LLC and the rights, duties and obligations of the interest owners and the company officials. This page explains what that means for the paper you write. For the formation steps and the $125 fee, see our North Carolina LLC page.
Does North Carolina ask you to file it?
We checked the statute on the Articles of Organization, G.S. 57D-2-21, and the Secretary of State's fee page. The Articles must include the name, each signer and whether that person signs as a member or an organizer, the registered office and agent, and the principal office if there is one. An operating agreement is not on the list.
The same section says the Articles may include any other provision that is or may be included in an operating agreement. That is an option, not a duty. We did not find a quoted rule that makes an agreement mandatory, so we do not claim one.
What does the statute let the agreement decide?
The key sentence is about defaults. The provisions of the chapter and common law apply only to the extent contrary or inconsistent provisions are not made in the agreement. In plain terms, your written terms come first and the statute fills the gaps. The agreement can also set where disputes are resolved and how members and others decide matters.
If the agreement conflicts with a document the Secretary of State filed, such as the Articles, the agreement wins between the parties and the company officials. The filed document wins against outsiders who reasonably rely on it. So keep the two consistent.
What can it not change?
The statute lists limits. The most practical one is that the agreement cannot vary the chapter's provisions on filings and payments to the state, including the annual report section. You cannot write the $200 annual report away. The report is due April 15 each year, and the agreement is the place to say who files it.
Oral or implied terms cannot override written ones to the harm of outsiders who rely on the writing. Do not leave key points to a handshake.
What to put in a North Carolina agreement
- The name. Use the exact name in your Articles, with an allowed ending such as LLC or L.L.C.
- Who runs the company. Name the members, officials and decision rules.
- The registered agent. North Carolina allows a resident individual or a qualified entity. Say who it is and who updates it. A change statement costs $5. See the registered agent page.
- The annual report. Name the person who files it and pays the fee by April 15.
- Money and exits. Contributions, distributions, transfers and what happens if a member leaves.
After you sign
Keep the signed agreement with the company records and give each member a copy. Change it in writing when members, officials or the agent change, so it stays consistent with what the state holds. Then get the company's EIN; the steps are in how to get an EIN. The agreement does not replace any filing with the Secretary of State or any tax registration.
One owner or several
A one-member agreement is short. A group needs voting, buy-out and deadlock terms. Use our single-member or multi-member guide to see the parts. A free generic template is on the operating agreement page. It is not specific to North Carolina and it is not legal advice, so have a lawyer review the final text.