A North Carolina operating agreement isn’t required, and under § 57D-1-03 it doesn’t even have to be written. But Chapter 57D fills the silence with default rules that rarely match how members actually run the LLC. Free template below, plus the state-specific traps most guides skip.
Choose the version that matches your North Carolina LLC structure.
Is an Operating Agreement Required for a North Carolina LLC?
No separate operating agreement is required. North Carolina forms an LLC by filing Articles of Organization, and the Secretary of State expressly says the operating agreement is not filed with the state. The current filing fee for Articles of Organization is $125.
The North Carolina Secretary of State’s LLC requirements distinguish the filed Articles of Organization from the LLC’s internal operating agreement. Because North Carolina expressly permits an operating agreement to be oral or implied, the statute also does not impose a notarization requirement for the agreement.
North Carolina Operating Agreement Definition Under Chapter 57D
“Operating agreement.” – Any agreement concerning the LLC or any ownership interest in the LLC to which each interest owner is a party or is otherwise bound as an interest owner. Subject to other controlling law, the operating agreement may be in any form, including written, oral, or implied, or any combination thereof. The operating agreement may specify the form that the operating agreement must take, in which case any purported amendment to the operating agreement or other agreement expressed in a nonconforming manner will not be deemed to be part of the operating agreement and will not be enforceable to the extent it would be part of the operating agreement if it were in proper form. Subject to G.S. 57D-2-21 and the other provisions of this Chapter governing articles of organization, the articles of organization are to be deemed to be, or be part of, the operating agreement. If the LLC has only one interest owner and no operating agreement to which another person is a party, then any document or record intended by the interest owner to serve as the operating agreement will be the operating agreement.
North Carolina defines an operating agreement broadly as an agreement concerning the LLC or an ownership interest to which each interest owner is a party or otherwise bound. The definition goes further than many owners expect: the Articles of Organization can themselves be treated as part of the operating agreement, subject to Chapter 57D.
A signed contract is not the only possible operating agreement in North Carolina. Conduct and oral arrangements can also become relevant under the statute.
North Carolina treats the Articles of Organization as part of the operating agreement, subject to the Act’s rules governing those Articles. That makes consistency between the filed Articles and the LLC’s separate written agreement especially important.
If there is only one interest owner and no agreement involving another party, a document or record the owner intends to serve as the operating agreement can itself qualify as the agreement.
North Carolina LLC Default Rules Owners Should Know
Chapter 57D gives LLC owners wide room to set their own internal rules, but its defaults are not neutral placeholders. One of the most important is North Carolina’s management rule: under G.S. 57D-3-20, members are managers by virtue of being members unless the operating agreement provides another structure.
Every member is a manager unless the agreement provides otherwise. Managers have equal management rights, and a majority of managers controls management decisions.
§ 57D-3-20(b), (d)The statutory default allocates interim distributions according to the ratios of the owners’ aggregate contribution amounts.
§ 57D-4-03Adopting or amending an operating agreement requires approval of all members when the agreement does not provide another rule.
§ 57D-3-03(1)Transferring an economic interest does not by itself make the transferee a member. The transferee receives the transferred economic rights only.
§ 57D-5-02A member exercising statutory inspection rights must give signed written notice at least seven days before inspection and identify the requested records, purpose, and intended use.
§ 57D-3-04(d)An LLC that previously had a member dissolves on the 90th day after it has no members unless one or more new members are admitted within that period.
§ 57D-6-01(3)