The L3C: North Carolina’s Newest Type of Entity
Article Date: Thursday, November 04, 2010
Written By: David L. Kyger and Dianne Chipps Bailey
In August, North Carolina became the most recent state to recognize the “low-profit limited liability company,” or “L3C.” An L3C is characterized by being organized and operated: (1) to accomplish a charitable or educational purpose, (2) not to have as a significant purpose the production of income or the appreciation of property, and (3) not to seek to accomplish political or legislative purposes. The statutory changes were implemented by Session Law 2010-187, which amended Sections 57C-2-01, 57C-2-21, and 55D-20(a) of the North Carolina General Statutes.
L3Cs are designed primarily as attractive investments for private foundations. The characteristics of an L3C are intended to match the requirements of a program-related investment (PRI) under Section 4944(c) of the Internal Revenue Code. PRIs represent a safe harbor for private foundations from excise taxes on investments that jeopardize their charitable purpose. However, practitioners should note that L3Cs are not yet accorded any special status in the Internal Revenue Code, in the Treasury Regulations, or in published IRS guidance. Accordingly, under current federal income tax law, an investment in an L3C does not automatically qualify as a PRI.
Kyger practices with Smith Moore Leatherwood LLP in Greensboro, and Bailey practices with Robinson, Bradshaw & Hinson, P.A. in Charlotte.
Views and opinions expressed in articles published herein are the authors' only and are not to be attributed to this newsletter, the section, or the NCBA unless expressly stated. Authors are responsible for the accuracy of all citations and quotations.