§ 57C-2-01. Purposes.
Article 2.
Purposes, Powers,Formation, Annual Report, Name, Registered Office, and Agent.
Part 1. Purposes and Powers.
§ 57C‑2‑01. Purposes.
(a) Every limitedliability company formed under this Chapter has the purpose of engaging in anylawful business unless a more limited lawful purpose is set forth in itsarticles of organization.
(b) A domestic orforeign limited liability company engaging in a business that is subject toregulation under another statute of this State may be formed or authorized to transactbusiness under this Chapter only if permitted by and subject to all limitationsof the other statute giving effect to subsection (c) of this section.
(c) Subsections (a) and(b) of this section to the contrary notwithstanding and except as set forth inthis subsection, a domestic or foreign limited liability company shall engagein rendering professional services only to the extent that a professionalcorporation acting pursuant to Chapter 55B of the General Statutes or acorporation acting pursuant to Chapter 55 of the General Statutes may engage inrendering professional services under the conditions and limitations imposed byan applicable licensing statute. Chapter 55B of the General Statutes and eachapplicable licensing statute are deemed amended to provide that professionalslicensed under the applicable licensing statute may render professionalservices through a domestic or foreign limited liability company. For purposesof applying the provisions, conditions, and limitations of Chapter 55B of theGeneral Statutes and the applicable licensing statute to domestic and foreignlimited liability companies that engage in rendering professional services, (i)unless the context clearly requires otherwise, references to Chapter 55 of theGeneral Statutes (the North Carolina Business Corporation Act) shall be treatedas references to this Chapter, and references to a "corporation" or"foreign corporation" shall be treated as references to a limitedliability company or foreign limited liability company, respectively, (ii)members shall be treated in the same manner as shareholders of a professionalcorporation, (iii) managers and directors shall be treated in the same manneras directors of a professional corporation, (iv) the persons signing the articlesof organization of a limited liability company shall be treated in the samemanner as the incorporators of a professional corporation, and (v) the name ofa domestic or foreign limited liability company so engaged shall comply withArticle 3 of Chapter 55D of the General Statutes and, in addition, shallcontain the word "Professional" or the abbreviation"P.L.L.C." or "PLLC". For purposes of this subsection,"applicable licensing statute" shall mean those provisions of theGeneral Statutes referred to in G.S. 55B‑2(6).
Nothing in this Chapter shallbe interpreted to abolish, modify, restrict, limit, or alter the law in thisState applicable to the professional relationship and liabilities between theindividual furnishing the professional services and the person receiving theprofessional services, the standards of professional conduct applicable to therendering of the services, or any responsibilities, obligations, or sanctionsimposed under applicable licensing statutes. A member, manager, director, or executiveof a professional limited liability company is not individually liable,directly or indirectly, including by indemnification, contribution, assessment,or otherwise, for debts, obligations, and liabilities of, or chargeable to, theprofessional limited liability company that arise from errors, omissions,negligence, malpractice, incompetence, or malfeasance committed by anothermember, manager, director, executive, employee, agent, or other representativeof the professional limited liability company; provided, however, nothing inthis Chapter shall affect the liability of a member, manager, director, orexecutive of a professional limited liability company for his or her ownerrors, omissions, negligence, malpractice, incompetence, or malfeasance committedin the rendering of professional services. (1993, c. 354, s. 1; 1995, c. 351, s. 21; 1999‑362,s. 3; 2001‑358, s. 26; 2001‑387, ss. 55, 173, 175(a); 2001‑413,s. 6.)