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North Carolina LLC Operating Agreement Template
North Carolina makes every member a manager by default, so unless your agreement names specific managers, all members share management authority and decisions generally go to a majority of managers. Interim distributions default to each member's contributions as reflected in company records rather than an equal split. Agreements can be oral or implied, but important terms belong in writing.
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North Carolina rules to know
Agreement can be written or oral
North Carolina's operating agreement may be written, oral, implied or a combination. The North Carolina Limited Liability Company Act fills any gaps, so important terms belong in writing.
N.C. Gen. Stat. ch. 57D (North Carolina Limited Liability Company Act); § 57D-1-03
Every member is a manager by default
Unless the agreement says otherwise, all members are managers by virtue of their status, and management decisions are generally made by a majority of managers. Use the agreement to name specific managers if desired.
N.C. Gen. Stat. § 57D-3-20
Distributions follow contributions
By default, interim distributions are made in proportion to members' contributions as reflected in company records, not split equally. Spell out a different split in the agreement if the owners intend one.
N.C. Gen. Stat. § 57D-4-03
Annual report due April 15
LLCs must file an annual report with the Secretary of State by April 15 each year, with a $200 fee. Failure to file can lead to administrative dissolution. North Carolina does not currently authorize series LLCs.
N.C. Gen. Stat. § 57D-2-24
Last updated 2026-10-05
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What a llc operating agreement covers
- Members, ownership percentages and capital contributions
- Member-managed or manager-managed
- Profit and loss allocation and distributions
- Voting and major decisions
- Transfers of membership interests and buyouts
- Dissolution and winding up
Frequently asked questions
- Who manages a North Carolina LLC if the agreement doesn't say?
- Unless the agreement says otherwise, every North Carolina member is a manager by virtue of being a member, and management decisions are generally made by a majority of managers. If you want only certain people running the business, use the operating agreement to name those specific managers.
- How are distributions divided in a North Carolina LLC by default?
- By default, North Carolina interim distributions are made in proportion to members' contributions as reflected in company records, not split equally. If the owners intend a different arrangement, such as equal shares despite unequal investments, the operating agreement should spell out that split clearly.
- Can I form a series LLC in North Carolina?
- North Carolina does not currently authorize series LLCs. North Carolina LLCs must also file an annual report with the Secretary of State by April 15 each year, with a $200 fee, and failure to file can lead to administrative dissolution, so build that deadline into your compliance calendar.
- Does a single-member LLC need an operating agreement?
- Usually it isn't legally required, but it helps show the LLC is a separate business from you — which supports liability protection — and banks often ask for one.
- What happens if we don't have one?
- Your state's LLC statute fills the gaps with default rules on voting, profit splits and departures, which may not match what the members actually agreed.
- Do I file the operating agreement with the state?
- Generally no. It's an internal document the members keep, separate from the articles of organization filed with the state.
LLC Operating Agreement in other states
More North Carolina templates
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