Articles of organization



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State of North Carolina

Department of the Secretary of State

ARTICLES OF ORGANIZATION

(PROFESSIONAL LIMITED LIABILITY COMPANY)
Pursuant to §§ 57C-2-01(c), 57C-2-20 and Chapter 55B of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Organization for the purpose of forming a professional limited liability company.


  1. The name of the limited liability company is:_______________________________________________




  1. If the limited liability company is to dissolve by a specific date, the latest date on which the limited liability company is to dissolve: (If no date for dissolution is specified, there shall be no limit on the duration of the limited liability company) _________________




  1. The name and address of each person executing these articles of organization is as follows: (State whether each person is executing these articles of organization in the capacity of a member or an organizer or both). Attach additional sheets as needed.)



  1. The street address and county of the initial registered office of the limited liability company is:

Number and Street____________________________________________________________________


City, State, Zip Code____________________________________County_________________________


  1. The mailing address of the initial registered office, if different from the street address in item 4 above, is:

Number and Street____________________________________________________________________


City, State, Zip Code_________________________________ County___________________________


  1. The name of the initial registered agent is:__________________________________________________

7. The specific purpose for which the limited liability company is being formed:_____________________

____________________________________________________________________________________

8. Check one of the following:


______ (i) Member-managed LLC: all members by virtue of their status as members shall be managers of this limited liability company.

______ (ii) Manager-managed LLC: except as provided by N.C.G.S. Section 57C-3-20(a), the members of this limited liability company shall not be managers by virtue of their status as members.

9. Any other provisions which the limited liability company elects to include are attached.


  1. A certification by the appropriate licensing board that the membership interests of the limited liability company are in compliance with the requirements of N.C.G.S. Sections 55B-4(2) and 55B-6 is attached.




  1. These articles will be effective upon filing, unless a date and/or time not later than 90 days after the date of filing is specified:_____________________

This the ____ day of _____________, 20_____.


_______________________________________

_______________________________________

Signature

_______________________________________

Type or Print Name and Title

NOTES:


1. Filing fee is $125. This document must be filed with the Secretary of State.

2. Only a “professional limited liability company” may use this form. To determine whether a particular limited liability company is

such a “professional limited liability company,” it is necessary to examine the requirements of N.C.G.S. Sections 57C-2-01(c) and

55B-4. If the company does not meet those requirements, it must use the standard form for a limited liability company.


Instructions for Filing

ARTICLES OF ORGANIZATION


(PROFESSIONAL LIMITED LIABILITY COMPANY)
Item 1 Enter the complete name of the company, which must include the word “Professional” or the abbreviation “P.L.L.C.” or “PLLC” as required by N.C.G.S. § 57C-2-01(c).

Item 2 Enter the latest date on which the limited liability company may dissolve. If no date for dissolution is specified, there shall be no limit on the duration of the limited liability company. (See N.C.G.S §57C-2-30)

Item 3 Enter the name and address of each person who executes the articles of organization and whether they are executing them in the capacity of a member or of an organizer. Unless the articles of organization provide otherwise, each person executing the articles of organization in the capacity of a member of the limited liability company becomes a member at the time that the filing by the Secretary of State of the articles of organization of the limited liability company becomes effective. (See N.C.G.S. § 57C-3-01)

Item 4 Enter the street address, city, state, zip code and county of the initial registered office.

Item 5 Enter the mailing address of the initial registered office if different from the street address listed in Item 4.

Item 6 Enter the name of the initial registered agent for the limited liability company. The registered agent must be either an individual who resides in North Carolina; a domestic business corporation, nonprofit corporation or a limited liability company; or a foreign corporation, nonprofit corporation or limited liability company authorized to transact business in North Carolina.

Item 7 Enter the specific personal services to be rendered by the limited liability company.

Item 8 Unless the articles of organization provide otherwise, all members by virtue of their status as members shall be managers of the limited liability company, together with any other persons designated as managers in the limited liability company’s written operating agreement. If the articles of organization provide that all members are not necessarily managers by virtue of their status as members, then those persons designated as managers in the operating agreement shall manage the limited liability company, except for such period during which no designation has been made or is in effect, in which case all members shall be managers.

Item 9 N.C.G.S. § 57C-2-21(b) states that the articles of organization may contain any provision not inconsistent with law, including any matter that under Chapter 57C is permitted to be set forth in a limited liability company’s operating agreement.

Item 10 See form.

Item 11 The document will be effective on the date and at the time of filing, unless a delayed date or an effective time (on the day of filing) is specified. If a delayed effective date is specified without a time, the document will be effective at 11:59 p.m. Raleigh, North Carolina time on the day specified. If a delayed effective date is specified with a time, the document will be effective on the day and at the time specified. A delayed effective date may be specified up to and including the 90th day after the day of filing.

Date and Execution


Enter the date the document was executed.

In the blanks provided enter:



  1. The signature of the member and/or organizer.

  2. The name of the member and/or organizer executing these articles of organization and the title of the above-signed representative.

  3. The document may, but need not, contain an acknowledgment, verification or proof.


ATTENTION: Limited liability companies wishing to render a professional service as defined in N.C.G.S. § 55B-2(6) shall contact the appropriate North Carolina Licensing Board to determine whether compliance with additional licensing requirements may be mandated by law. Such limited liability companies should consult N.C.G.S. § 57C-2-01 for further details.



(Revised January 2000) (Form PLLC-02)

CORPORATIONS DIVISION P. O. BOX 29622 RALEIGH, NC 27626-0622







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