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GENERAL ASSEMBLY OF NORTH CAROLINA
SESSION 2025
SESSION LAW 2025-55
SENATE BILL 307
*S307-v-4*
AN ACT TO CREATE SPE CIAL ECONOMIC INTERE ST OWNERS OF LIMITED
LIABILITY COMPANIES AND TO GRANT THEM IN FORMATION RIGHTS AND
STANDING TO SEEK JUDICIAL DISSOLUTION.
The General Assembly of North Carolina enacts:
SECTION 1. G.S. 57D-1-03 reads as rewritten:
"§ 57D-1-03. Definitions.
Unless otherwise specifically provided, the following definitions apply in this Chapter:
…
(10) Economic interest. – The proprietary interest of an interest owner in the
capital, income, losses, credits, and other economic right s and interests of a
limited liability company, including the right of the owner of the interest to
receive distributions from the limited liability company.
(11) Economic interest owner. – A person person, including a special economic
interest owner, who owns an economic interest but is not a member.
…
(15) Interest owner. – A member or member, an economic interest owner.owner,
or a special economic interest owner.
…
(21) Member. – A person who has been admitted as a member of the LLC as
provided in the operating agreement or G.S. 57D-3-01, who was a member of
the LLC immediately before the repeal of Chapter 57C of the General Statutes
until the person ceases to be a member as provided in the operating agreement
or G.S. 57D-3-02, or, with respect to a forei gn LLC, a person who has been
admitted as a member of the foreign LLC under the law of the jurisdiction in
which the foreign LLC is organized until the person ceases to be a member
under that law.
…
(25) Ownership interest. – All of an interest owner's rig hts and obligations as an
interest owner in an LLC, including (i) any economic interest, (ii) any right to
participate in the management or approve actions proposed by persons
responsible for the management of the LLC, (iii) any right to bring a derivative
action, and (iv) any right to inspect the books and records of or receive
information from the LLC.
(26) Person. – An individual or an entity.
…
(32c) Special economic interest owner. – A person who owns an economic interest
and, as provided in G.S. 57D-3-02, has rights to information and to seek
dissolution but is not a member.
…."
SECTION 2. G.S. 57D-3-02 reads as rewritten:
Page 2 Session Law 2025-55 Senate Bill 307
"§ 57D-3-02. Cessation of membership.
(a) A person ceases to be a member upon the occurrence of any of the following events:
(1) The person does any of the following:
a. Becomes a debtor in bankruptcy.
b. Executes an assignment for the benefit of creditors under any
applicable law.
c. Has a general receiver appointed for the person pursuant to
G.S. 1-507.24 or has a trustee, receiver, or liquidator appointed for the
person or for all or substantially all of the person's property.
(2) In the case of an individual, the person's death or being adjudicated by a court
of competent jurisdiction as incompetent to manage his or her pe rson or
property.
(3) In the case of a member with an economic interest, the transfer or
abandonment of the person's entire economic interest, excluding the
liquidation of a member's economic interest in connection with the dissolution
and winding up of the LLC under G.S. 57D-6-08(2), regardless of whether the
transferee is or becomes a member.
(4) The person abandoning all of the rights of his or her ownership interest except
his or her economic interest, or any portion thereof.
(b) Upon the occurrence of any of the events described in subdivisions (1) and (2)
subdivision (1) of subsection (a) of this section with respect to a member, that person or that
person's estate, as applicable, will automatically become an economic interest owner entitled only
to the economic interest attributable to the person's ownership interest, but that person or that
person's estate, as applicable, and any other person who ceases to be a member shall remain liable
to the LLC for any obligation the person may have under G.S. 57D-4-02, 57D -4-06, and
57D-6-12(a)(2).interest.
(c) Upon the occurrence of either of the events described in subdivision (2) of subsection
(a) of this section resulting in a person ceasing to be a member, that person's estate or that person
through that person's designated agent or court-appointed guardian will automatically become a
special economic interest owner entitled to all of the following:
(1) The economic interest attributable to that person's ownership interest.
(2) That person's information rights as described in G.S. 57D-3-04.
(3) That person's standing to seek judicial dissolution under G.S. 57D-6-02(2) or
under an alternative remedy, if applicable, in the operating agreement, unless
such entitlement to standing has been expressly waived in the operating
agreement.
(d) Any person who ceases to be a member upon the occurrence of any of the events
described in subsection (a) of this section shall remain liable to the LLC for any obligation the
person may have under G.S. 57D-4-02, 57D-4-06, and 57D-6-12(a)(2)."
Senate Bill 307 Session Law 2025-55 Page 3
SECTION 3. This act becomes effective October 1, 2025, and applies to requests
for information and actions for dissolution commenced on or after that date.
In the General Assembly read three times and ratified this the 30th day of June, 2025.
s/ Phil Berger
President Pro Tempore of the Senate
s/ Donna McDowell White
Presiding Officer of the House of Representatives
s/ Josh Stein
Governor
Approved 9:18 a.m. this 3rd day of July, 2025