USA – NORTH CAROLINA Law and Practice Contributed by: John Livingston and Brittani Miller, Kilpatrick
LPs Governance requirements: • LPs are governed by the North Carolina Uni - form Limited Partnership Act. • LPs must file a Certificate of Limited Partner - ship with the Secretary of State. • An LP consists of general partners (who manage the partnership and have unlimited liability) and limited partners (who are passive investors with limited liability). • A partnership agreement governs operations, profit-sharing and decision-making. 5.6 Annual Entity Maintenance and Accounting Compliance There are nominal statutory fees that vary by entity type. Other annual maintenance and accounting compliance costs for real estate investment entities vary widely based on the entity type and complexity of operations. LLCs and LPs generally have lower costs, while REITs have higher compliance expenses due to addi - tional governance and regulatory requirements. 6. Commercial Leases 6.1 Types of Arrangements Allowing the Use of Real Estate for a Limited Period of Time The law recognises leases, licences and use agreements to allow an organisation or person to occupy and use real estate for a limited period of time without buying it outright. 6.2 Types of Commercial Leases The types of leases include: • gross leases, where tenants pay fixed rent while landlords are responsible for property-
report their BOI to FinCEN under new deadlines, detailed below. These foreign entities, however, will not be required to report any US persons as beneficial owners, and US persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner. LLCs Governance requirements: • LLCs are governed by the North Carolina Limited Liability Company Act. • LLCs must file Articles of Organisation with the North Carolina Secretary of State. • LLCs can be member-managed (managed by the owners) or manager-managed (managed by designated managers). • An operating agreement (though not legally required) typically outlines governance rules, member rights, voting procedures, profit dis - tributions and dispute resolution. • Annual reports must be filed with the state along with a USD200 fee. REITs Governance requirements: • REITs are typically structured as corporations or trusts and must comply with the govern - ance requirements for those entities. • Public REITs are subject to SEC regulations, requiring detailed governance structures, regular reporting and transparency. • REITs must have a board of directors or trus - tees and distribute at least 90% of taxable income to shareholders. • Shareholder meetings and voting are required for corporate decisions.
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