LLC Administrative Dissolution and Involuntary Termination in North Carolina
At a glance
| Law, agency and LLC scope | Chapter 57D § 57D-6-06; Secretary of State may administratively dissolve a domestic LLC. Separate suspensions arise under §§ 57D-1-32 and 105-230. |
|---|---|
| Grounds and trigger dates | Chapter 57D payment or April 15 report over 60 days late; agent/office absent 60 days; change unreported 60 days; knowing failure to answer interrogatories on time (§§ 57D-2-24, -6-06(a)). |
| Agency notice | Secretary may initiate dissolution; upon finding a ground, must mail the LLC a determination notice. Separate suspension notices follow agency action (§§ 57D-6-06(a)–(b), 57D-1-32(a), 105-230(a)). |
| Cure or response window | Within 60 days after determination notice is mailed, correct every ground or demonstrate each does not exist; qualifying deployed-owner LLCs have the enacted § 57D-2-26 exception (§ 57D-6-06(b); 2026 S.L. 59 § 13). |
| Action and effective date | After uncured notice period, Secretary signs a certificate reciting grounds and effective date, files original, and mails copy; filing causes dissolution subject to reinstatement (§§ 57D-6-01(5), -6-06(b)–(c)). |
| Status, activity and service | Dissolved LLC winds up and may temporarily continue business; suits and registered-agent authority survive dissolution. If no agent is maintained, Secretary becomes process agent (§§ 57D-6-07(a), (f), 55D-33(b)). |
| Special routes and effects | Revenue-law report, return, tax or fee unpaid 90 days can cause § 105-230 suspension; knowing failure to answer interrogatories can cause § 57D-1-32 suspension. Both terminate conferred powers during suspension. |
| Route back and limits | Dissolved LLC applies under § 57D-6-06(c), using §§ 55-14-22–24 procedures and subject to name availability and reliance rights; suspension restoration follows §§ 57D-1-32(b) or 105-232(a). |
Requirements one by one
Grounds and dates
North Carolina allows the Secretary of State to begin administrative dissolution for the five grounds in § 57D-6-06(a): a Chapter 57D payment more than 60 days overdue; an annual report not delivered by the 60th day after its due date; 60 days without a registered agent or office; a 60-day failure to report an agent or office change, resignation, or discontinuance; or a knowing failure to answer statutory interrogatories fully and accurately on time. The usual annual-report due date is April 15 under § 57D-2-24(b).
An August 2026 act added § 57D-2-26 for qualifying LLCs majority-owned by deployed Armed Forces members. Under Session Law 2026-59 § 13(b), a timely pre-deployment affidavit can shift the next report due date and postpone the § 57D-6-06 grounds until at least 180 days after the deployment end date stated in the affidavit. § 53(b) made this change effective when the Governor approved the act on August 11, 2026. The online General Statutes PDF for § 57D-2-24 has not yet incorporated that amendment.
Notice and agency action
After finding a § 57D-6-06(a) ground, the Secretary must mail a determination notice. The LLC has 60 days after mailing to correct each ground or demonstrate to the Secretary's satisfaction that each ground does not exist. If it does neither, § 57D-6-06(b) requires a signed certificate stating the grounds and effective date, filing of the original, and mailing of a copy. § 57D-6-01(5) ties dissolution to filing of that certificate, subject to reinstatement.
After dissolution and routes back
N.C. Gen. Stat. § 57D-6-07(a) requires winding up but permits temporary continuation of business while doing so. Dissolution does not stop suits in the LLC's name or terminate its registered agent's authority. If no agent is maintained, § 55D-33(b) makes the Secretary of State a process agent.
An administratively dissolved LLC may apply for reinstatement under § 57D-6-06(c). That subsection borrows the corporate procedures in §§ 55-14-22–24 and requires a distinguishable name if the old one is unavailable. Under § 55-14-22(c), the reinstatement effect relates back while protecting a person who reasonably relied on the dissolution to their prejudice.
What trips people up
Administrative dissolution is different from two suspension routes. Knowing failure to answer Secretary-of-State interrogatories may suspend the articles under § 57D-1-32(a). A report, return, tax, or fee required by the revenue Subchapter left delinquent for 90 days leads to suspension under § 105-230(a) after the revenue Secretary informs the Secretary of State. Each suspension ends the powers conferred by the articles while it lasts; § 57D-1-32(b) and § 105-232(a) give distinct restoration procedures.
Common questions
Does the missing report itself dissolve the LLC? Section 57D-6-06 first requires the 60-day delinquency ground, then a mailed determination and a separate 60-day response period before the Secretary files a certificate.
Can the LLC contest the stated grounds? Yes. Section 57D-6-06(b) lets it demonstrate to the Secretary's satisfaction that each asserted ground does not exist within the period measured from mailing.
Does dissolution stop a pending lawsuit? Section 57D-6-07(f) says dissolution does not abate or suspend a proceeding by or against the LLC.
Statutes and sources
- N.C. Gen. Stat. §§ 57D-2-24, 57D-6-01, 57D-6-06–07 — annual report, grounds, mailed notice, certificate, and winding up. Report and Article 6 (accessed September 26, 2026).
- 2026 N.C. Sess. Laws 59 §§ 13, 53(b) — enacted deployment exception and effective date. Official enrolled act (accessed September 26, 2026).
- N.C. Gen. Stat. §§ 55D-33, 55-14-22, 57D-1-32, 105-230, 105-232 — service, reinstatement effect, and the two suspension routes. Agent service, reinstatement, interrogatories, tax suspension, and restoration (accessed September 26, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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