North Carolina General Statutes 57D-2-02. Professional limited liability companies
(a) Except as set forth in this subsection, a limited liability company may engage in rendering professional services only to the extent that it would be able to render those services were it a corporation, including, as applicable, complying with Chapter 55B of the N.C. Gen. Stat. and the statutes referenced in the definition of “professional service” in N.C. Gen. Stat. § 55B-2(6). Chapter 55B of the N.C. Gen. Stat. and each statute referenced therein are deemed amended and to apply with such changes as are necessary to cause them to be applicable to limited liability companies in the same degree as for corporations but subject to any provisions contained herein pursuant to which limited liability companies, or their members, managers, and other company officials, are treated differently from corporations, or their shareholders, directors, and officers.
For purposes of applying the provisions, conditions, and limitations of Chapter 55B of the N.C. Gen. Stat. and the statutes referenced therein to limited liability companies that engage in rendering professional services, unless the context specifically requires otherwise, the following rules of construction shall apply:
(1) References to Chapter 55 of the N.C. Gen. Stat. are treated as references to this Chapter, and references to a “corporation” or “foreign corporation” are treated as references to an LLC or foreign LLC, respectively.
Terms Used In North Carolina General Statutes 57D-2-02
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- following: when used by way of reference to any section of a statute, shall be construed to mean the section next preceding or next following that in which such reference is made; unless when some other section is expressly designated in such reference. See North Carolina General Statutes 12-3
- Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- state: when applied to the different parts of the United States, shall be construed to extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall be construed to include the said district and territories and all dependencies. See North Carolina General Statutes 12-3
- Statute: A law passed by a legislature.
(2) References to “articles of incorporation” are treated as references to articles of organization.
(3) The persons executing the articles of organization of an LLC are treated in the same manner as the incorporators of a professional corporation.
(4) References to “directors” are treated as references to company officials having equal or greater authority in the management of a limited liability company as directors of a domestic corporation or foreign corporation, as the case may be.
(5) References to “officers” are treated as references to company officials whose authority to manage the limited liability company is equal to or greater than that exercised by officers of a domestic corporation.
(6) A professional limited liability company is not required to have more than one company official who would be treated as a director, officer, or both under Chapter 55B of the N.C. Gen. Stat..
(7) A manager or other company official who has the authority of both a director and an officer if the limited liability were a company or a corporation is to be treated as holding both positions for purposes of applying Chapter 55B of the N.C. Gen. Stat. to the limited liability company.
(8) References to “shares” of a shareholder are treated as references to the ownership interest of an interest owner and, where the context so indicates or requires, a portion of an interest owner’s ownership interest.
(9) References to “shareholders” are treated as references to interest owners.
(10) The name of a limited liability company that is to render a professional service and is subject to this section shall comply with Article 3 of Chapter 55D of the N.C. Gen. Stat. and, in addition, shall contain the word “Professional” or the abbreviation “P.L.L.C.” or “PLLC.”
(b) Nothing in this Chapter abolishes, modifies, restricts, limits, or alters the law in this State applicable to the professional relationship and liabilities between the individual furnishing the professional services and the person receiving the professional services, the standards of professional conduct applicable to the rendering of the services, or any responsibilities, obligations, or sanctions imposed under applicable licensing statutes. A member, manager, or other company official of a professional limited liability company is not individually liable, directly or indirectly, including by indemnification, contribution, assessment, or otherwise, for debts, obligations, and liabilities of, or chargeable to, the professional limited liability company that arise from errors, omissions, negligence, malpractice, incompetence, or malfeasance committed by another member, manager, or other company official, employee, agent, or other representative of the professional limited liability company, except nothing in this Chapter affects the liability of a member, manager, or other company official of a professional limited liability company for his or her own errors, omissions, negligence, malpractice, incompetence, or malfeasance committed in the rendering of professional services. (2013-157, s. 2.)