Protected and Registered Series LLC Formation Requirements in North Carolina
At a glance
| Governing act and covered entity | N.C. Gen. Stat. Ch. 57D, §§ 57D-2-20, -2-21, -2-30; ordinary domestic LLC; no protected/registered series route in current chapter. |
|---|---|
| Domestic series route | No domestic protected, registered, or designated series procedure in current Chapter 57D; § 57D-2-20 forms an LLC. |
| Parent LLC authorization and notice | Ordinary articles state LLC name, filer capacity, office/agent and principal office (§ 57D-2-21); operating agreement governs internal affairs (§ 57D-2-30(a)); series-specific column N/A. |
| Who creates a series and when | N/A to domestic series; ordinary LLC forms when filed articles become effective (§ 57D-2-20(a)-(b)). |
| Series-level public filing | N/A to domestic series; executed ordinary LLC articles delivered to Secretary of State (§ 57D-2-20(a)). |
| Series name | N/A to domestic series; ordinary articles state LLC name under § 57D-2-21(a)(1). |
| Records and associated assets | N/A to domestic series; current Chapter 57D provides ordinary LLC formation under § 57D-2-20. |
| Statutory asset segregation | N/A to domestic series; § 57D-2-20 supplies the ordinary LLC route. |
| Changes and termination | N/A to domestic series; ordinary LLC dissolution follows § 57D-6-01. |
| Outside scope and effect limits | Domestic Chapter 57D finding does not decide treatment of foreign series, tax, bankruptcy, or actual creditor recovery. |
Ordinary LLC procedure under current Chapter 57D
N.C. Gen. Stat. § 57D-2-20(a)-(b) forms an ordinary LLC when executed articles of organization are delivered to the Secretary of State and the filing becomes effective. § 57D-2-21(a) identifies the articles' required name, signers, registered office and agent, and principal-office information. § 57D-2-30(a) lets the operating agreement govern internal affairs within statutory limits. The current official Chapter 57D has no protected- or registered-series establishment provision. Ordinary LLC dissolution is addressed in § 57D-6-01.
What trips people up
§ 57D-2-21(b) permits articles to include other operating-agreement provisions, but it does not itself create a statutory series-designation process or parent/series asset segregation. The chapter uses the word “series” only in the ordinary phrase “series of related transactions” for a separate transaction rule. This finding concerns domestic formation, not how a North Carolina court would treat a foreign series.
Common questions
Can ordinary articles create a filed protected series?
§ 57D-2-20 describes formation of the LLC. Chapter 57D has no separate domestic protected-series designation or registered-series certificate.
Does an operating agreement create the statutory segregation rule?
§ 57D-2-30(a) governs internal affairs, but the current chapter does not provide a domestic parent/series asset-segregation mechanism.
Statutes and sources
- N.C. Gen. Stat. Chapter 57D, current official full LLC chapter, including §§ 57D-2-20, -2-21, -2-30, and -6-01, accessed September 27, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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