LLC CLARIFICATIONS & EMP INVENTION OWNERSHIP. (NEW)

View NCGA Bill Details2015-2016 Session
Senate Bill 482 (Public) Filed Wednesday, March 25, 2015
AN ACT TO MAKE A TECHNICAL AND CLARIFYING CHANGE TO THE LIMITED LIABILITY COMPANY ACT AND TO FURTHER DEFINE AN EMPLOYER'S AND EMPLOYEE'S RIGHTS TO INVENTIONS INVENTED BY THE EMPLOYEE.
Intro. by Barringer, Lee.

Status: Ch. SL 2016-114 (Senate Action) (Jul 28 2016)

SOG comments (1):

Long Title Change

Senate committee substitute to the 1st addition changes the long title. The original title is as follows:

AN ACT TO MAKE A TECHNICAL AND CLARIFYING CHANGE TO THE LIMITED LIABILITY COMPANY ACT.

Bill History:

S 482/S.L. 2016-114

Bill Summaries:

  • Summary date: Aug 2 2016 - More information

    AN ACT TO MAKE A TECHNICAL AND CLARIFYING CHANGE TO THE LIMITED LIABILITY COMPANY ACT AND TO FURTHER DEFINE AN EMPLOYER'S AND EMPLOYEE'S RIGHTS TO INVENTIONS INVENTED BY THE EMPLOYEE. Enacted July 28, 2016. Effective October 1, 2016.


  • Summary date: Jun 30 2016 - More information

    Conference report makes the following changes to the 3rd edition.

    Amends proposed GS 57D-9-20(b) by providing that the conversion of a charitable or religious corporation to an LLC is permitted by law (was, permitted) if the sole member of the surviving entity immediately after the conversion is a charitable or religious corporation (was, if the sole member of the surviving entity is a charitable or religious corporation). Adds that this subsection does not limit the ability of an eligible entity to convert to an LLC if otherwise permitted by law.

    Adds a new section enacting new Article 11A, Conversions, in GS Chapter 55A, consisting of two Parts. The only substance is contained in Part 2 in new GS 55A-11A-10, which allows a charitable or religious corporation to convert to a domestic limited liability company if the converting charitable or religious corporation complies with the requirements of Part 2 and GS 57D-9-20 (conversion), GS 57D-9-21 (plan of conversion), and GS 57D-9-22 (filing of articles of organization and conversion by the converting entity). 


  • Summary date: Jun 22 2016 - More information

    House committee substitute makes the following changes to the 2nd edition.

    Changes the short title.

    Recodifies GS 57D-2-30(b)(1) as GS 57D-2-30(b)(1)a. Recodifies GS 57D-2-30(b)(2) as GS 57D-2-30(b)(1)b. Recodifies GS 57D-2-30(b)(7) (which had been deleted in the previous edition) as GS 57D-2-30(b)(1)c. Makes conforming changes.

    Makes technical changes to the proposed revision of GS 57D-2-30(b)(7), recodified by the act as GS 57D-2-30(b)(1)c. 

    Provides that Section 1 and 2 (was, Section 1) apply to operating agreements entered into on or after the effective date of the act.

    Amends GS 57D-9-20, concerning conversion, by moving the existing language to new subsection (a). Adds new subsection (b) to permit the conversion of a charitable or religious corporation to an LLC if the sole member of the surviving entity is a charitable or religious corporation. Defines charitable corporation as defined in GS 55A-1-40(4) (the North Carolina Nonprofit Corporation Act).

    Changes the effective date of the act to October 1, 2016 (was, October 1, 2015). 


  • Summary date: Apr 21 2015 - More information

    Senate committee substitute makes the following changes to the 1st edition.

    Changes the long title.

    Amends GS 57D-2-30(b), concerning operating agreements under the Limited Liability Act, to provide that the operating agreement may not supplant, vary, disclaim, or nullify the application of the Chapter to the extent the provisions concern the functions of government officials, agencies, or authorities, including Article 9 of GS Chapter 57D.

    Amends GS 66-57.2 concerning inventions developed by employees, adding language that provides that an employer's vested ownership of an employee's invention is not subject to revocation or rescission if a dispute arises concerning payment of compensation or benefits to the employee, unless provided for otherwise in an employee's written employment agreement. Provides that this provision is not applicable in instances where ownership was acquired fraudulently. Makes organizational changes.

    Changes the effective date to provide that the act is effective October 1, 2015, applying to operating agreements entered into on or after that date. 


  • Summary date: Mar 26 2015 - More information

    Amends GS 57D-2-30(b) concerning operating agreements of limited liability companies, making technical and clarifying changes.


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