Where the North Carolina LLC member death answers come from

Aug 25

Sources and references

Every factual claim across this silo traces to one of the sources below. Each entry names the authority, the section relied on, the date the source itself was last updated, and the date it was last verified against the published text. All sources on this page are primary. Last full verification pass: August 21, 2026.

North Carolina session laws

Session Law 2025-55 (Senate Bill 307)

Publisher: General Assembly of North Carolina
Document: An act to create special economic interest owners of limited liability companies and to grant them information rights and standing to seek judicial dissolution. Sections 1 through 3.
Last updated: Ratified June 30, 2025. Approved by the Governor July 3, 2025. Effective October 1, 2025.
Last verified: August 21, 2026
URL: https://www.ncleg.gov/EnactedLegislation/SessionLaws/HTML/2025-2026/SL2025-55.html
Supports: The definition of special economic interest owner at G.S. 57D-1-03(32c). The rewrite of G.S. 57D-3-02, including new subsection (c). The applicability rule in Section 3, which ties the act to requests for information and actions for dissolution commenced on or after October 1, 2025.

North Carolina statutes

N.C. Gen. Stat. 57D-1-03, Definitions

Publisher: North Carolina General Assembly
Document: Chapter 57D, Article 1, Part 1. Subsections (10), (11), (15), (21), (25), (32c), and (34).
Last updated: Amended by S.L. 2025-55, s. 1. Prior amendments 2017-90 s. 4 and 2017-212 s. 8.7(a).
Last verified: August 21, 2026
URL: https://www.ncleg.gov/EnactedLegislation/Statutes/HTML/ByArticle/Chapter_57D/Article_1.html
Supports: Definitions of economic interest, economic interest owner, interest owner, member, ownership interest, special economic interest owner, and transfer.

N.C. Gen. Stat. 57D-3-02, Cessation of membership

Publisher: North Carolina General Assembly
Document: Chapter 57D, Article 3, Part 1. Subsections (a) through (d).
Last updated: Amended by S.L. 2025-55, s. 2. Prior amendment 2020-75 s. 3(b).
Last verified: August 21, 2026
URL: https://www.ncleg.gov/EnactedLegislation/Statutes/PDF/ByArticle/Chapter_57D/Article_3.pdf
Supports: The four categories of cessation event. The automatic status conferred on the estate, designated agent, or court-appointed guardian on death or adjudication of incompetence. The express-waiver carve-out for standing. Surviving liability to the LLC.

N.C. Gen. Stat. 57D-3-04, Information rights

Publisher: North Carolina General Assembly
Document: Chapter 57D, Article 3, Part 1. Subsections (a) through (f).
Last updated: Amended by S.L. 2021-106, s. 6(i).
Last verified: August 21, 2026
URL: https://www.ncleg.gov/EnactedLegislation/Statutes/PDF/ByArticle/Chapter_57D/Article_3.pdf
Supports: The five categories of records available. The four-fiscal-year reach for organizational documents and for tax returns or financial statements. The seven-day signed written notice requirement and its content. The conditions, redactions, cost recovery, and trade secret limits an LLC may apply.

N.C. Gen. Stat. 57D-6-01, Dissolution

Publisher: North Carolina General Assembly
Document: Chapter 57D, Article 6. Subdivision (3).
Last updated: Enacted 2013-157, s. 2. Not amended by S.L. 2025-55.
Last verified: August 21, 2026
URL: https://www.ncleg.net/EnactedLegislation/Statutes/PDF/ByArticle/Chapter_57D/Article_6.pdf
Supports: The rule that an LLC that ever had a member dissolves on the 90th day after it ceases to have any members, unless a member is admitted within that period by the person owning or otherwise controlling the last member's ownership interest.

N.C. Gen. Stat. 57D-6-02 and 57D-6-03, Judicial dissolution

Publisher: North Carolina General Assembly
Document: Chapter 57D, Article 6. Grounds, procedure, venue, and the election to purchase.
Last updated: Enacted 2013-157, s. 2.
Last verified: August 21, 2026
URL: https://www.ncleg.gov/EnactedLegislation/Statutes/HTML/BySection/Chapter_57D/GS_57D-6-02.html
Supports: The two grounds available to a member. The Attorney General's separate grounds. Venue in the county of the principal office. The election to purchase at fair value that stops a dissolution ordered on the second ground.

N.C. Gen. Stat. 57D-2-30, Scope and limitations of operating agreements

Publisher: North Carolina General Assembly
Document: Chapter 57D, Article 2, Part 3. Subsection (b), including (b)(1)c, (b)(4), and (b)(6).
Last updated: Amended by S.L. 2016-114, ss. 1(a), (b), (c), 2.
Last verified: August 21, 2026
URL: https://www.ncleg.gov/EnactedLegislation/Statutes/PDF/ByArticle/Chapter_57D/Article_3.pdf
Supports: What an operating agreement may not supplant, vary, disclaim, or nullify, including clause (ii) of 57D-6-02(2), and the limit on diminishing members' rights under 57D-3-04(a).

N.C. Gen. Stat. 57D-5-02, 57D-5-04, and 57D-3-03

Publisher: North Carolina General Assembly
Document: Chapter 57D, Articles 3 and 5. Transfer of economic interests, how an economic interest owner becomes a member, and approval of members.
Last updated: Enacted 2013-157, s. 2.
Last verified: August 21, 2026
URL: https://www.ncleg.gov/EnactedLegislation/Statutes/PDF/ByArticle/Chapter_57D/Article_3.pdf
Supports: That an economic interest is transferable without conveying member rights. That admission as a member requires the person's own approval and one of three routes. That admitting any person as a member requires the approval of all members.

N.C. Gen. Stat. 57D-2-24 and 57D-1-22, Annual report and fees

Publisher: North Carolina General Assembly
Document: Chapter 57D, Articles 1 and 2. Annual report due dates and the filing fee schedule.
Last updated: Amended by S.L. 2017-90, s. 2(a).
Last verified: August 21, 2026
URL: https://www.ncleg.gov/EnactedLegislation/Statutes/PDF/ByArticle/Chapter_57D/Article_3.pdf
Supports: The April 15 annual report deadline for LLCs, the $200.00 annual report fee, the $125.00 articles of organization fee, and administrative dissolution exposure after 60 days under 57D-6-06(a)(2).

N.C. Gen. Stat. Chapter 57D section index

Publisher: North Carolina General Assembly
Document: Section-level index to the North Carolina Limited Liability Company Act.
Last updated: Maintained continuously.
Last verified: August 21, 2026
URL: https://www.ncleg.gov/Laws/GeneralStatuteSections/Chapter57D
Supports: Section-level navigation for every citation on the pages in this silo.

North Carolina court opinions

James H.Q. Davis Trust v. JHD Properties, LLC, 387 N.C. 19 (2025)

Publisher: Supreme Court of North Carolina
Document: Opinion of the Court, Barringer, J. Construction of N.C. Gen. Stat. 57D-6-02(2)(i).
Last updated: Decided January 31, 2025.
Last verified: August 21, 2026
URL: https://www.nccourts.gov/documents/appellate-court-opinions/james-hq-davis-tr-v-jhd-props-llc
Supports: That not practicable in N.C. Gen. Stat. 57D-6-02(2)(i) is synonymous with unfeasible and does not mean impossible. That a deadlock between the only two managers can support judicial dissolution. That clause (ii) was not argued in that case and remains comparatively unconstrued.

Legislative record

Bill summaries, Senate Bill 307, 2025-2026 Session

Publisher: Legislative Reporting Service, UNC School of Government
Document: Edition-by-edition summary of S.B. 307, including committee substitute changes.
Last updated: 2025-2026 Session.
Last verified: August 21, 2026
URL: https://lrs.sog.unc.edu/bill-summaries-lookup/S/307/2025-2026%20Session/all
Supports: Legislative history only. This source is not relied on for any statement of law on any page in this silo; every statement of law cites the enacted text.

Summary of S307, Session Year 2025

Publisher: North Carolina General Assembly
Document: The General Assembly's own summary of Session Law 2025-55.
Last updated: 2025 Session.
Last verified: August 21, 2026
URL: https://ncleg.gov/Legislation/SummariesPublication/Summary/2025/5/S307-SMTM-55(sl)-v-5/
Supports: Independent government confirmation of the definition of special economic interest owner and of the applicability rule tying the act to requests and actions commenced on or after October 1, 2025.

Update cadenceN.C. Gen. Stat. 57D-3-02 and 57D-1-03 are reviewed quarterly, because both were amended in 2025 and the amendment has not yet been construed by a North Carolina appellate court.

N.C. Gen. Stat. 57D-6-01, 57D-6-02, 57D-6-03, 57D-3-04, and 57D-2-30 are reviewed annually, and on any event that amends Chapter 57D.

The fee and annual report figures in 57D-1-22 and 57D-2-24 are reviewed annually, since filing fees move by session law.

Event-driven review within seven days on any amendment to Chapter 57D, and within seven days of any published North Carolina appellate decision construing the phrase special economic interest owner. As of August 21, 2026 no such decision has been located, and no decision construing clause (ii) of 57D-6-02(2) has been located. The clause (i) construction in James H.Q. Davis Trust v. JHD Properties, LLC is current as of this verification date.

Pages built on these sources

This page is a source reference for educational content and does not constitute legal advice. Statutes change, and a citation accurate on the verification date above may not be accurate later. For advice on a specific LLC or estate, speak with a licensed North Carolina attorney.

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