Filing Documents with the Business Registration Division
We hope these tips will help you with your filings with the Business Registration Division. We have included some tips that indirectly relate to filing, as well.
Correct Address Saves Time
Practice Tip: Save time by making sure that you double check the accuracy of any addresses you enter on forms you submit to us. The reason is that we use the US Postal Service’s database of valid addresses to conduct address verification for mailing addresses on filings submitted to us. If the software says that the address is not deliverable, we contact you and you will have to either:- 1. Confirm that the address is accurate as written, or
- 2. Make corrections before we file the document.
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Email Address
Practice Tip: The email address you provide for a business when you create the entity must be correct! This is another area where proofreading pays off. The reason is that we send an automatic email to the email address associated with an entity each time there is a change to that business entity’s records. That way, the business gets immediate notice of changes and can take corrective action if the changes were not authorized.Practice Tip: Promptly notify us of changes to the main email address associated with our files on your business (or your client’s business). Otherwise, we may send an email notice of a change to the wrong email address. That could mean that you don’t find out about a change made by someone who wasn’t authorized to do it.
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Registered Agents
Practice Tip: Registered Agent names must be precise. Use the exact same name for an individual each time you file. The reason is that if you use a variant on an agent’s name from the name when you initially filed, we will treat that as a change in the agent even if it is the same person. When you file an annual report, each variation will be listed in our records as a separate agent. For example: A business incorporates and names John Smith as the Registered Agent. In its first annual report, it lists John Q. Smith, Jr. as the Registered Agent. Our system will treat that as a change in the agent’s name, although it may be the same person.Practice Tip: If you are creating an entity, please be certain that the person you name as Registered Agent both knows you’re naming them and agrees to serve. The reason we say this is that it is obvious that sometimes people are in a hurry or just forget to tell someone they’ve been named as a Registered Agent. Of course, it’s also possible the person forgot.
Practice Tip: If you name an employee as a Registered Agent, be sure that you change the Registered Agent when the employee leaves your employ. This is also advice you may want to give your business clients.
Practice Tip: Be sure that the person you name as Registered Agent understands that they have a duty to forward legal process, and how important that duty is.
Practice Tip: If the person you name as Registered Agent is not your employee, be sure that you notify that person if there are changes at your business that affect the Agent’s duties.
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Company Official Names
Practice Tip: Company official names must be precise. Try to use the exact same name for an individual each time you file. The reason is that our information systems are set up so company official names must be precise. For example, ZYX Company files its first Annual Report and lists “John Williams” as President. Mr. Williams has two other corporations. He files Annual Reports for those businesses with his name listed as “John A. Williams”. When ZYX files its second annual report, it lists John A. Williams as President. Our system will treat that as a change in who the company president is, although it may be the same person.Return to Top
Authentications and Apostilles
Practice Tip: If you are submitting a document to be authenticated by the Secretary of State for use in a foreign country, there is a way you can save time. The way to save time is to ensure that all the legal requirements for authentication are met. So, make sure that- All seals and signatures are original.
- All dates follow in chronological order on all the certifications.
- All acknowledgments to be authenticated by the Secretary are in English and comply with the NC Notary Act, Chapter 10B of the General Statutes.
- If a copy is used, it includes a statement that it is a true and accurate copy.
- If a document is to be authenticated by the US State Department, it complies with all applicable statutes, rules, and regulations of that office. G.S. § 66-273.
- You provide an English translation of a document if it is in a language other than English. G.S. § 66-274(a).
Disputes Over Changes to Entities in Our Database
Sometimes an entity has an internal dispute going on and one of the parties files changes to the entity with us. For example, parties to a dispute may change the entity’s company officials, although both parties have not agreed to the change. If we become aware that the parties are going back and forth making changes, there is a point at which we will stop making changes. At that point, we tell the parties we will not make further changes without a court order.Practice Tip: If your client is in that situation, and you file a suit, be sure to include a request for the court to order us to make whatever change you seek. Then be sure that if you win, the court order actually includes an order for us to make the change. And, most importantly, be sure that the court directs the clerk to forward a copy of the order to us. The clerk should send the order to:
Shikha Sinha, Director
Business Registration Division
NC Department of the Secretary of State
P.O. Box 29622
Raleigh, NC 27626-0622
Practice Tip: If your client is in that situation, and you file a suit seeking to bar an individual or entity from making further changes to records, be sure to include an appropriate request for a court order. If you seek and obtain a court order barring an individual from filing any changes to your client’s entity on our records, the court order should be specific about what we are to do or not do. Then be sure that if you win, the court order actually does include an order for us to not to make changes from that individual or entity. And, most importantly, be sure that the court directs the clerk to forward a copy of the order to us. The clerk should send the order to:
Shikha Sinha, Director
Business Registration Division
NC Department of the Secretary of State
P.O. Box 29622
Raleigh, NC 27626-0622
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