North Carolina: LLC Operating Agreement Requirements

Requirements one by one

Governing law and document name

North Carolina's statute is the North Carolina Limited Liability Company Act (§ 57D-1-01).
Section 57D-1-03(23) uses operating agreement for the agreement concerning the LLC or its
ownership interests that binds every interest owner.

Required or optional

North Carolina does not command an LLC to adopt a separate agreement. Under § 57D-2-30(a), Chapter
57D and common law fill a matter only to the extent the agreement has not validly supplied a
contrary or replacement rule.

Permitted form and signatures

Section 57D-1-03(23) recognizes written, oral, implied, and combined agreements. The articles are
deemed to be or form part of the agreement subject to the formation provisions. A one-owner LLC may
use any document or record the owner intends to serve as the agreement. The Act imposes no general
signature, witness, acknowledgment, or notarization requirement on that definition.

Adoption timing and effect

The Act states no general post-filing adoption deadline. Section 57D-2-20 forms the LLC when its
articles take effect, and § 57D-1-03(23) makes qualifying provisions in those articles part of the
agreement from that point. Later terms can be added under the agreement's form and amendment rules.

Single member and assent

The sole-owner rule in § 57D-1-03(23) validates an intended document or record. Under § 57D-2-31,
the LLC is deemed a party and an interest owner is deemed to assent, becomes bound, and is treated
as a party. The agreement may also give rights to or require amendment approval from nonowners.

Management and authority defaults

Section 57D-3-20 vests management in managers. By default, every member is a manager; the agreement
may instead provide that members are not managers and designate other managers or company officials.
Managers have equal participation rights, and a majority controls management decisions. Subject to
that majority's direction, each manager may act for the LLC in its ordinary business.

Voting, economic, and transfer defaults

Management voting is one equal right per manager, with majority approval (§ 57D-3-20). Section
57D-3-03 separately requires all members to adopt or amend the agreement, admit a member, dispose of
substantially all assets outside ordinary business, dissolve voluntarily, convert, or merge. Interim
distributions follow the owners' aggregate contribution-amount ratios under § 57D-4-03.

Under § 57D-5-02, an economic interest can be transferred, but the transferee receives only that
economic interest and does not automatically become or exercise the rights of a member.

Nonwaivable rules and duties

Section 57D-2-30 preserves government and court functions, protected nonparty rights, distribution
solvency and wrongful-distribution protections, core member information rights, and specified
derivative and judicial-dissolution remedies unless the permitted alternative-remedy route is used.
Agency and contract law—including the implied covenant of good faith and fair dealing and the rule
against unconscionable terms—govern administration and enforcement. Under § 57D-3-21, managers must
meet the good-faith, ordinary-prudence, and best-interests standards, subject to the agreement and
the Act's limits.

Amendment, filing, and records

The default is unanimous adoption and amendment under § 57D-3-03. Section 57D-1-03(23) lets the
agreement specify its required form, while § 57D-2-31 permits nonowner approval requirements and
binds covered persons to properly adopted amendments.

The agreement need not be filed as a standalone public document. If it conflicts with a filed LLC
document, § 57D-2-30(d) makes the agreement control parties and company officials, while the filed
document protects a nonparty outsider who reasonably relies on it. Under § 57D-3-04, members have
access to written operating-agreement material effective during the preceding four fiscal years,
subject to the section's notice, confidentiality, and other limits.

What trips people up

• “Manager-managed” is the statutory vocabulary even when all members manage. Section 57D-3-20
  vests management in managers and then makes every member a manager by default. The agreement can
  separate those roles.
• A written clause can protect relying outsiders from later oral or implied terms. Section
  57D-2-30(c) prevents an oral or implied provision from displacing contrary written terms to the
  detriment of a nonparty who reasonably relies on the writing.
• Economic ownership is not membership. Section 57D-5-02 keeps the transferred economic interest
  separate from voting, management, and other member rights.

Common questions

Can the articles themselves serve as the operating agreement?
They can form all or part of it. Section 57D-1-03(23) expressly deems the articles to be or form part
of the agreement, subject to the Act's articles provisions.

Can managers act without a meeting?
Yes. Section 57D-3-20(b) says managers may make management decisions without a meeting and without
notice, subject to a different valid agreement rule.

Must the LLC disclose trade secrets to a member?
Not always. Section 57D-3-04(f) permits safeguards, restrictions, and temporary withholding of trade
secrets or confidential information when the statutory conditions are met.

Statutes and sources

• N.C. Gen. Stat. §§ 57D-1-01, 57D-1-03 — Act name, agreement definition, forms, articles,
  sole-owner rule, and records. https://www.ncleg.net/enactedlegislation/statutes/html/bychapter/chapter_57d.html
  and https://www.ncleg.gov/enactedlegislation/statutes/pdf/bysection/chapter_57d/gs_57d-1-03.pdf
  (accessed 2026-07-26)
• N.C. Gen. Stat. §§ 57D-2-20, 57D-2-30, 57D-2-31 — formation, agreement scope and floors,
  filed-document conflicts, assent, nonowner rights, and amendments.
  https://www.ncleg.gov/enactedlegislation/statutes/pdf/bysection/chapter_57d/gs_57d-2-20.pdf,
  https://www.ncleg.gov/enactedlegislation/statutes/pdf/bysection/chapter_57d/gs_57d-2-30.pdf, and
  https://www.ncleg.gov/enactedlegislation/statutes/pdf/bysection/chapter_57d/gs_57d-2-31.pdf
  (accessed 2026-07-26)
• N.C. Gen. Stat. §§ 57D-3-03, 57D-3-04, 57D-3-20, 57D-3-21 — unanimous member matters,
  information rights, management, authority, and manager duties.
  https://www.ncleg.gov/enactedlegislation/statutes/pdf/bysection/chapter_57d/gs_57d-3-03.pdf,
  https://www.ncleg.gov/enactedlegislation/statutes/pdf/bysection/chapter_57d/gs_57d-3-04.pdf,
  https://www.ncleg.gov/enactedlegislation/statutes/pdf/bysection/chapter_57d/gs_57d-3-20.pdf, and
  https://www.ncleg.gov/enactedlegislation/statutes/pdf/bysection/chapter_57d/gs_57d-3-21.pdf
  (accessed 2026-07-26)
• N.C. Gen. Stat. §§ 57D-4-03, 57D-5-02 — contribution-ratio distributions and economic-interest
  transfers. https://www.ncleg.gov/enactedlegislation/statutes/pdf/bysection/chapter_57d/gs_57d-4-03.pdf
  and https://www.ncleg.gov/enactedlegislation/statutes/pdf/bysection/chapter_57d/gs_57d-5-02.pdf
  (accessed 2026-07-26)