Senate committee substitute makes the following changes to the 2nd edition.
Modifies proposed GS 57D-3-02(c), creating special economic interest owners of LLCs. Specifies that the ownership interest of a person's designated agent or court-appointed guardian is created when the person's death or adjudication of incompetence resulted in the person ceasing to be an LLC member. Makes technical changes throughout the new subsection to refer to "the person" rather than "the member". Specifies that the remaining liability for three identified obligations in proposed subsection (d) applies when a person ceases to be a member upon the occurrence of any of the events described in existing subsection (a), including the person becoming a debtor in bankruptcy (previously only specified the person ceased to be a member).
INFO. RIGHTS OF ESTATE/DEATH OF LLC MEMBER.
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View NCGA Bill Details(link is external) | 2025-2026 Session |
AN ACT TO CREATE SPECIAL ECONOMIC INTEREST OWNERS OF LIMITED LIABILITY COMPANIES AND TO GRANT THEM INFORMATION RIGHTS AND STANDING TO SEEK JUDICIAL DISSOLUTION.Intro. by Sawrey.
Bill History:
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Mon, 17 Mar 2025 Senate: Filed(link is external)
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Tue, 18 Mar 2025 Senate: Passed 1st Reading(link is external)
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Tue, 18 Mar 2025 Senate: Withdrawn From Com(link is external)
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Tue, 1 Apr 2025 Senate: Reptd Fav Com Substitute(link is external)
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Tue, 1 Apr 2025 Senate: Com Substitute Adopted(link is external)
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Wed, 2 Apr 2025 Senate: Reptd Fav(link is external)
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Thu, 3 Apr 2025 Senate: Passed 2nd Reading(link is external)
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Thu, 3 Apr 2025 Senate: Passed 3rd Reading(link is external)
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Mon, 7 Apr 2025 Senate: Regular Message Sent To House(link is external)
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Mon, 7 Apr 2025 House: Regular Message Received From Senate(link is external)
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Tue, 8 Apr 2025 House: Passed 1st Reading(link is external)
Bill Summaries:
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Bill S 307 (2025-2026)Summary date: Apr 1 2025 - View Summary
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Bill S 307 (2025-2026)Summary date: Mar 17 2025 - View Summary
Adds new term special economic interest owner (a person who owns an economic interest and has rights to information and to seek dissolution but is not a member) to GS 57D-1-03 (definitions under the NC LLC Act). Modifies terms economic interest owner and interest owner to include special economic interest owners. Instructs that, when an individual ceases to be an LLC member under GS 57D-3-02 because of their death or adjudication of incompetence, the member's estate or the member through the member's designated agent or court-appointed guardian will automatically become a special economic interest owner entitled to (1) the economic interest attributable to the member's ownership interest, (2) the member's information rights as described in GS 57D-3-04, and (3) the member's standing to seek judicial dissolution under GS 57D-6-02(2) or under an alternative remedy, if applicable, in the operating agreement. Makes organizational changes. Applies to requests for information and actions for dissolution commenced on or after October 1, 2025.