www.ncga.state.nc.us/gascripts/Statutes/statutestoc.pl
FILING MECHANICS
For an LLC to “come to life,” one or more LLC documents must be filed with the secretary of state. The process of bringing an LLC to life closely mirrors the process of bringing a corporation to life.
The ULLCA and all LLC acts set forth technical requirements for filing articles of organization. For example, the statute requires that articles be submitted on a form prescribed by the secretary of state. In most states, the secretary of state will provide a preprinted form of articles of organization. If you choose, you may fill in the blanks and submit the articles along with the required filing fee and you have created a LLC. Bear in mind, however, that filling in blanks on a form without more information could prove costly in the future.
Articles should always be typed or printed on a computer printer and signed by the authorized LLC organizer. One signed and one photocopied version of the articles must be submitted to the secretary of state. If the articles are approved by the secretary of state, your LLC’s existence begins on the date of filing with the secretary of state. The secretary will file-stamp the photocopy of the articles and return it to you. In some states, this file-stamped copy must also be sent to the local recorder of deeds for filing. Check the State Reference Information on the accompanying CD for your local filing requirements, if you haven’t formed your LLC already. When the secretary of state or local recorder returns your articles of organization, keep them in your LLC’s minute book.
It is a crime to make a false statement in articles of organization. Read your articles carefully before filing. In addition, review the State Reference Information or contact the secretary of state’s office before filing to determine the required filing fee. In some states, a flat fee is assessed for filing articles of organization. In a very small number of states, the fee is based on the number of members or on how much initial capital is invested in the LLC. Again, the State Reference Information includes each state’s filing requirements and fees.
ARTICLES OF ORGANIZATION AND THE OPERATING AGREEMENT
What must you include in the articles of organization? As you will see, very little information is required. However, in some instances, you might want to include more information than is required. LLC statutes provide that any other lawful information may be included.
Here is a good point to note an important difference between corporations and LLCs. LLCs generally are simpler entities than corporations. They are easier to manage and operate; they tend to be run more like partnerships than like corporations. From this standpoint, they are ideal for small business. The great increase in the number of LLC formations in recent years is likely due to the simplicity of formation and operating. On the other hand, corporations are more suitable when the organizational and operational needs are more complex, as with large public companies, which may have multiple classes of stock or boards with staggered voting (e.g., where nine directors serve three-year terms and three of the nine director seats are filled by election every year). If you have an LLC already or if you are considering forming one, it’s likely because you want something simple and easy to manage. As such, it’s generally a good idea to keep your articles of organization as simple as possible. Chapter 2 discusses in more detail what you must include in your articles of organization.
Limited liability company acts also generally require that every LLC adopt an operating agreement for the purpose of managing and regulating the affairs of the corporation. If you don’t adopt an operating agreement for your LLC, your LLC will be governed by the provisions of state law. Those provisions are not likely to be ideal for your needs. So, whether an operating agreement is required by law or not, you should promptly adopt an operating agreement after forming your LLC. More specific information pertaining to operating agreement and amendments is provided in Chapter 3.
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