Limited Liability Company: Internal Management

Part 4

To read Part 1, click here. To read Part 2, click here. To read Part 3, click here.

Disclaimer: This blog post focuses on North Carolina law and follows the NC Secretary of State rules. We cannot speak nor advise you on what other states’ rules and policies are for limited liability companies.

*This information is taken from the North Carolina Secretary of State’s website and can be viewed here.

The organizational structure of limited liability companies is usually comprised of managers and members. The rules that dictate how the company is managed and governed is found in the company’s operating agreement and Articles of Organization.

Who are the company managers, members, and interest owners?

A member is part of the LLC until the person ceases to be a member. The operating agreement should say what the members’ duties are and the length of the members’ term in the LLC. A person does not need to make any financial contributions to the LLC or share in the profits or losses or distributions from the LLC.

A manager is responsible for the management of the LLC. Each manager has equal rights to participate in the management of the LLC. Decisions can be made without a meeting and without notice to the other managers.

A person can serve as a manager until:

  1. The person resigns;
  2. If the term “member” is substituted for the term “manager,” or
  3. That person ceases to be a member.

An interest owner is a member or an economic interest owner[1]. A person becomes an economic interest owner by:

  1. Approval of the members;
  2. From an interest owner; or
  3. If applicable, provided in the plan of conversion of merger.

Yes, we have a video on that! Check out our video on LLC Formation.

Contact us!

If you have any questions please do not hesitate to email me at john@beerlawcenter.com or john@mathesonlawoffice.com or call 919-335-5291.

Be sure to check out Beer Law Center and Matheson Law Office for all things NC legal.

Contact the NC Secretary of State

2 South Salisbury St.

Raleigh, NC 27601

919-807-2225

Website

[1] An “economic interest” is any claim by anyone to some financial benefit or liability in a company. You do not have to be an owner to have an economic interest in a company. But an economic interest owner is generally a member when we talk about LLCs or small businesses.

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