North Carolina LLC glossary
Special economic interest owner
A special economic interest owner is a person who owns an economic interest in a North Carolina limited liability company and holds rights to information and to seek dissolution, but who is not a member. The status is defined at N.C. Gen. Stat. 57D-1-03(32c).
The status was created by Session Law 2025-55 and took effect October 1, 2025. It attaches automatically when an LLC member dies or is adjudicated incompetent.
A special economic interest owner is not the same as an economic interest owner. The ordinary economic interest owner holds the economic interest alone, without the information and dissolution rights.
Key details
- Defined at N.C. Gen. Stat. 57D-1-03(32c), added by Session Law 2025-55.
- The status attaches automatically under N.C. Gen. Stat. 57D-3-02(c) when a member dies or is adjudicated by a court of competent jurisdiction as incompetent to manage his or her person or property.
- On death the status attaches to the estate. On an adjudication of incompetence it attaches to the person through a designated agent or court-appointed guardian, a phrase Chapter 57D uses but does not define.
- It carries three entitlements: the economic interest attributable to the person's ownership interest, that person's information rights as described in N.C. Gen. Stat. 57D-3-04, and that person's standing to seek judicial dissolution under N.C. Gen. Stat. 57D-6-02(2).
- A special economic interest owner holds no management authority and no right to vote or approve LLC actions, because those rights belong to a member.
- Standing to seek judicial dissolution may be expressly waived in the operating agreement under N.C. Gen. Stat. 57D-3-02(c)(3).
- Session Law 2025-55 applies to requests for information and actions for dissolution commenced on or after October 1, 2025, rather than to deaths occurring on or after that date. Section 3 of the act states the applicability.
Special economic interest owner compared with economic interest owner
| Right | Special economic interest owner | Economic interest owner |
|---|---|---|
| Economic interest and distributions | Yes | Yes |
| Information rights under 57D-3-04 | Yes | No |
| Standing to seek judicial dissolution | Yes, unless expressly waived | No |
| Management or voting authority | No | No |
| Status as a member | No | No |
| Triggering event | Death or adjudication of incompetence | Bankruptcy, assignment for creditors, or receivership |
According to North Carolina Session Law 2025-55 and N.C. Gen. Stat. 57D-1-03(32c), as of August 21, 2026.
Related
This glossary entry is for educational purposes only and does not constitute legal advice. It states general North Carolina law as of August 21, 2026 and may not apply to your situation. For advice on a specific LLC or estate, speak with a licensed North Carolina attorney.
