North Carolina General Statutes 57D-8-01. Member derivative actions
(a) Subject to the provisions of N.C. Gen. Stat. § 57D-8-02 and N.C. Gen. Stat. § 57D-8-03, a member may bring a derivative action if the following conditions are met:
(1) Either (i) the member was a member of the LLC at the time of the act or omission for which the proceeding is brought or (ii) all or any portion of the member’s ownership interest devolves by operation of law from an ownership interest that was owned by a member at that time.
Terms Used In North Carolina General Statutes 57D-8-01
- following: when used by way of reference to any section of a statute, shall be construed to mean the section next preceding or next following that in which such reference is made; unless when some other section is expressly designated in such reference. See North Carolina General Statutes 12-3
- state: when applied to the different parts of the United States, shall be construed to extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall be construed to include the said district and territories and all dependencies. See North Carolina General Statutes 12-3
(2) The member made written demand on the LLC to take suitable action, and either (i) the LLC notified the member that the member’s demand was rejected, (ii) 90 days have expired from the date the demand was made, or (iii) irreparable injury to the LLC would result by waiting for the expiration of the 90-day period.
(b) For purposes of this Article, a “derivative action” or a “derivative proceeding” is a proceeding brought in the superior court of this State in the right of an LLC or, to the extent provided in N.C. Gen. Stat. § 57D-8-06, in the right of a foreign LLC, to recover a judgment in favor of the LLC or, if applicable, the foreign LLC. (2013-157, s. 2.)