Short Answer

Generally, no. In North Carolina, a partition lawsuit is available to co-owners of real estate, not to members of a limited liability company. If the land is titled in the LLC’s name, the LLC—not its members—owns the real estate, so a single member cannot file a partition to force a sale. Disputes over buyouts usually turn on the operating agreement or, if deadlocked, a request for judicial dissolution and winding up in Superior Court.

Understanding the Problem

You’re asking: In North Carolina, can a sibling who is a member of our family LLC force a sale of the land through partition because we can’t agree on a buyout price? The key fact is that the heirs put the inherited land into an LLC, so title sits with the company, not the individuals.

Apply the Law

Under North Carolina law, partition is a special proceeding for co-owners of real property who hold undivided interests in their own names. When land is deeded to an LLC, the company is the owner and members hold personal-property interests in the company, not direct interests in the dirt. Disputes among members are governed first by the operating agreement and then by the North Carolina LLC Act. If the LLC is deadlocked or it is not practicable to operate, a member may seek judicial dissolution in Superior Court; the court can then supervise winding up and the sale of assets, including the land.

Key Requirements

• Co-ownership in real estate: Partition requires that the parties hold title to the land as cotenants; LLC membership does not qualify.
• Title in the LLC: When the deed names the LLC, members own membership interests (personal property), not the land itself.
• Operating agreement controls: Buy-sell terms, appraisal mechanisms, rights of first refusal, and dispute procedures typically set the buyout process.
• Judicial dissolution standard: If it is not reasonably practicable to carry on the LLC’s activities in conformity with the operating agreement, a member can ask the Superior Court to dissolve the LLC and oversee winding up, which may include selling the land.
• Forum: Partition is filed with the Clerk of Superior Court where the land lies; judicial dissolution is a civil action in Superior Court.

What the Statutes Say

• North Carolina Gen. Stat., Chapter 46A (Partition) – Sets out partition rules for co-owners of real property, heard by the Clerk of Superior Court.
• North Carolina Gen. Stat. § 57D-6-02 (Judicial dissolution) – Allows a court to dissolve an LLC when it is not reasonably practicable to carry on the company’s activities.

Analysis

Apply the Rule to the Facts: Because the heirs deeded the parcel to the LLC, the company owns the land. A single member cannot use partition against the LLC’s property. The path forward is to follow the operating agreement’s buyout, appraisal, or sale provisions. If the members are deadlocked on valuation or sale and the operating agreement cannot resolve it, a member may file for judicial dissolution in Superior Court so a judge can supervise winding up, which may include selling the land and distributing proceeds per ownership percentages.

Process & Timing

1. Who files: A member seeking relief. Where: For judicial dissolution, file a civil action in the Superior Court for the appropriate county in North Carolina. For partition (only if title is in individuals’ names), file a special proceeding with the Clerk of Superior Court in the county where the land lies. What: Judicial dissolution is by complaint; partition is by petition initiating a special proceeding. When: There is no fixed limitations period for dissolution or partition, but operating agreements often impose time-sensitive steps for buyouts and rights of first refusal.
2. After filing: In dissolution, the court may issue orders to preserve assets, appoint a receiver if needed, and, upon dissolution, oversee winding up, including listing or auctioning property. In partition (if applicable), the Clerk determines cotenancy, may appoint commissioners, and proceeds to division in kind or sale if division would injure substantial value.
3. Final step: In dissolution, the court supervises distribution of net proceeds to members according to the LLC Act and the operating agreement. In partition (if applicable), the court enters a final order confirming division or sale and distribution to co-owners.

Exceptions & Pitfalls

• If the deed never conveyed the land to the LLC and title remains in individual names, partition may be available against the co-owners.
• Operating agreements often control valuation methods; ignoring required appraisals, surveys, or notice steps can backfire.
• The LLC itself can be a party to partition only if the LLC, as an entity, holds an undivided interest with others outside the LLC; individual members cannot partition company-owned land.
• Deadlock relief through judicial dissolution requires showing it’s not reasonably practicable to continue per the operating agreement; simple disagreement over price may be insufficient without more.
• Service and venue matter: partition is a special proceeding before the Clerk in the county where the land is located; dissolution is a civil action in Superior Court.

Talk to a Partition Action Attorney

If you’re dealing with a family LLC stalemate over whether and how to sell inherited land, our firm has experienced attorneys who can help you understand your options and timelines. Call us today at .

Disclaimer: This article provides general information about North Carolina law based on the single question stated above. It is not legal advice for your specific situation and does not create an attorney-client relationship. Laws, procedures, and local practice can change and may vary by county. If you have a deadline, act promptly and speak with a licensed North Carolina attorney.