GENERAL ASSEMBLY OF NORTH CAROLINA
SESSION 2025
S 2
SENATE BILL 307
Judiciary Committee Substitute Adopted 4/1/25
Short Title: Info. Rights of Estate/Death of LLC Member. (Public)
Sponsors:
Referred to:
March 18, 2025
*S307 -v-2*
A BILL TO BE ENTITLED 1
AN ACT TO CREATE SPE CIAL ECONOMIC INTERE ST OWNERS OF LIMITED 2
LIABILITY COMPANIES AND TO GRANT THEM IN FORMATION RIGHTS AND 3
STANDING TO SEEK JUDICIAL DISSOLUTION. 4
The General Assembly of North Carolina enacts: 5
SECTION 1. G.S. 57D-1-03 reads as rewritten: 6
"§ 57D-1-03. Definitions. 7
Unless otherwise specifically provided, the following definitions apply in this Chapter: 8
… 9
(10) Economic interest. – The proprietary interest of an interest owner in the 10
capital, income, losses, credits, and other economic rights and interests of a 11
limited liability company, including the right of the owner of the interest to 12
receive distributions from the limited liability company. 13
(11) Economic interest owner. – A person person, including a special economic 14
interest owner, who owns an economic interest but is not a member. 15
… 16
(15) Interest owner. – A member or member, an economic interest owner.owner, 17
or a special economic interest owner. 18
… 19
(21) Member. – A person who has been admitted as a member of the LLC as 20
provided in the operating agreement or G.S. 57D-3-01, who was a member of 21
the LLC immediately before the repeal of Chapter 57C of the General Statutes 22
until the person ceases to be a member as provided in the operating agreement 23
or G.S. 57D-3-02, or, with respect to a foreign LLC, a person who has been 24
admitted as a member of the foreign LLC under the law of the jurisdiction in 25
which the foreign LLC is organized until the person ceases to be a member 26
under that law. 27
… 28
(25) Ownership interest. – All of an interest owner's rights and obligations as an 29
interest owner in an LLC, including (i) any economic interest, (ii) any right to 30
participate in the management or approve actions proposed by persons 31
responsible for the management of the LLC, (iii) any right to bring a derivative 32
action, and (iv) any right to inspect the books and records of or receive 33
information from the LLC. 34
(26) Person. – An individual or an entity. 35
… 36 General Assembly Of North Carolina Session 2025
Page 2 Senate Bill 307-Second Edition
(32c) Special economic interest owner. – A person who owns an economic interest 1
and, as provided in G.S. 57D-3-02, has rights to information and to seek 2
dissolution but is not a member. 3
…." 4
SECTION 2. G.S. 57D-3-02 reads as rewritten: 5
"§ 57D-3-02. Cessation of membership. 6
(a) A person ceases to be a member upon the occurrence of any of the following events: 7
(1) The person does any of the following: 8
a. Becomes a debtor in bankruptcy. 9
b. Executes an assignment for the benefit of creditors under any 10
applicable law. 11
c. Has a general receiver appointed for the person pursuant to 12
G.S. 1-507.24 or has a trustee, receiver, or liquidator appointed for the 13
person or for all or substantially all of the person's property. 14
(2) In the case of an individual, the person's death or being adjudicated by a court 15
of competent jurisdiction as incompetent to manage his or her person or 16
property. 17
(3) In the case of a member with an economic interest, the transfer or 18
abandonment of the person's entire economic interest, excluding the 19
liquidation of a member's economic interest in connection with the dissolution 20
and winding up of the LLC under G.S. 57D-6-08(2), regardless of whether the 21
transferee is or becomes a member. 22
(4) The person abandoning all of the rights of his or her ownership interest except 23
his or her economic interest, or any portion thereof. 24
(b) Upon the occurrence of any of the events described in subdivisions (1) and (2) 25
subdivision (1) of subsection (a) of this section with respect to a member, that person or that 26
person's estate, as applicable, will automatically become an economic interest owner entitled only 27
to the economic interest attributable to the person's ownership interest, but that person or that 28
person's estate, as applicable, and any other person who ceases to be a member shall remain liable 29
to the LLC for any obligation the person may have under G.S. 57D-4-02, 57D-4-06, and 30
57D-6-12(a)(2).interest. 31
(c) Upon the occurrence of either of the events described in subdivision (2) of subsection 32
(a) of this section resulting in a person ceasing to be a member, that person's estate or that person 33
through that person's designated agent or court-appointed guardian will automatically become a 34
special economic interest owner entitled to (i) the economic interest attributable to that person's 35
ownership interest, (ii) that person's information rights as described in G.S. 57D-3-04, and (iii) 36
that person's standing to seek judicial dissolution under G.S. 57D-6-02(2) or under an alternative 37
remedy, if applicable, in the operating agreement. 38
(d) Any person who ceases to be a member upon the occurrence of any of the events 39
described in subsection (a) of this section shall remain liable to the LLC for any obligation the 40
person may have under G.S. 57D-4-02, 57D-4-06, and 57D-6-12(a)(2)." 41
SECTION 3. This act becomes effective October 1, 2025, and applies to requests 42
for information and actions for dissolution commenced on or after that date. 43