Operating Agreement
(Single Member, Member-Managed) (NC LLC)

Summary

This template operating agreement is for use by a North Carolina limited liability company (LLC) that is member-managed with a single member and formed pursuant to the North Carolina Limited Liability Company Act (N.C. Gen. Stat. § 57D-1-01, et seq.) (Act). This template includes practical guidance, drafting notes, and an optional clause. Under the Act, a member or members of a North Carolina LLC are permitted to enter into an operating agreement regulating the affairs of the LLC and, as applicable, governing the relationship among the members, managers and the LLC itself, even if any of such terms conflict with or are different than the provisions of the Act. North Carolina is a default state, meaning that that the provisions of the Act apply when (1) there is no operating agreement, (2) the operating agreement is silent on a point, or (3) the operating agreement purports to modify or waive particular provisions that, by the strict terms of the Act, cannot be modified or waived. The single member in this operating agreement manages the LLC's affairs without a separate manager or set of managers. Because the LLC has only one member, issues relating to voting and transfers are less prominent in this operating agreement than they would be in an operating agreement for a multiple-member entity. If an additional member or members are admitted, an amended and restated operating agreement should be prepared that addresses the issues that arise in a multiple-member LLC, including management issues. For a detailed checklist presenting key issues for consideration when drafting an operating agreement for a North Carolina LLC, see Operating Agreement Checklist (NC LLC). For more general information relating to LLCs under the laws of North Carolina, see Formation and Qualification (NC LLC).