LLC ownership often changes after an LLC is initially formed. Here’s what you need to know when adding a new member to a North Carolina LLC:
What is a North Carolina LLC member?
When it comes to limited liability companies (LLCs), a member is the same thing as an owner. “Members” are to an LLC what “shareholders” are to a corporation—both members and shareholders own a percentage of their company.
Can I add a new member to my North Carolina LLC?
Yes. Adding a new member to your North Carolina LLC will change your company’s ownership details, which means you’ll have to update LLC member information in your company’s internal documents. You may also have to update your LLC filing with the state. The two most important documents to consider are your:
Do I have to amend my Articles of Organization if I add a new member to my North Carolina LLC?
It depends on whether or not you included member information in your LLC articles of organization. North Carolina doesn’t require LLCs to include member information in their articles of organization. However, North Carolina’s Articles of Organization (Form L-01) includes an optional section called “Listing of Company Officials.” If you listed your LLC members’ names / titles / business addresses here, you would need to update this information by filing an LLC amendment.
How do I amend my NC LLC Articles of Organization?
To amend your articles or organization in North Carolina, you’ll have to file an Amendment of Articles of Organization (Form L-17) with the North Carolina Secretary of State, and pay the associated $50 filing fee.
For more on the amendment process in North Carolina, see Northwest’s page: How to File a North Carolina LLC Amendment.
Should I update my operating agreement if I add a new member to my North Carolina LLC?
Yes. Unlike your North Carolina Articles of Organization, your operating agreement is a comprehensive look at your LLC’s daily operations and organizational structure, so it should include member information. If your LLC members change, so too should your operating agreement.
How do I update my NC LLC Operating Agreement?
The process for updating your operating agreement should be included within the operating agreement itself. If your operating agreement doesn’t include a procedure for amendments, you’ll have to consult the default LLC statutes listed in the North Carolina Limited Liability Company Act.
Do I have to file paperwork with the IRS if I add a new member to my North Carolina LLC?
You’ll probably need to contact the IRS if you add a member to a single-member LLC (SMLLC), since this will most likely change your tax status. (By default, an SMLLC is taxed as a “disregarded entity,” while a multi-member LLC is taxed as a “partnership.”) If your tax status changes when you add a new member to your LLC, you’ll need to file IRS Form 8832 and Apply for a New EIN.