Business Registration

You may lose some of the benefits of being incorporated. For example, if your company is not reinstated within 5 years, you may lose the right to use the same name. You should consult your attorney to find out how the dissolution will affect your business.

The steps to get reinstated are:

1. Fix the problem that caused it to be dissolved. For example, if you have overdue annual reports, you will have to file them all. You will also have to pay all annual report fees.
2. Fill out the Reinstatement Form. Be sure you are filling out the correct form as there are different forms for each type of entity, i.e., business corporation, LLC, etc.
3. File the Reinstatement Form and pay fee reinstatement fee.

Your duties as a registered agent do not stop when the company is administratively dissolved. As long as you are the registered agent, you have to accept and forward mail to the company.

We send a Notice out before we dissolve an entity for several reasons. The Notice lets the business know that there is a problem. Then the business has a chance to fix it before we are required to take action which might affect the business.

1. There’s something you or the business was supposed to do and it didn’t get done. Examples of “it didn’t get done” reasons are:
   1. You didn’t pay fees you owe us and they’re more than 60 days past due.
   2. You didn’t file an annual report with us.
   3. It’s been more than 60 days since you:
      • Had a registered agent in North Carolina
      • Had a registered office in North Carolina
   4. You didn’t notify us about changes within 60 days of when the change took place. The changes this applies to are:
      • Changes in who your registered agent is
      • Changes in where your registered office is OR
      • The registered office on file with us isn’t valid any more
2. When you originally formed the business, you gave a date when the company would cease to exist. That date has passed.
3. We sent you questions called interrogatories. You either didn’t answer them or you didn’t answer truthfully.

Notices of Administrative Dissolution are one of the ways we keep our records up to date. Our business entity database is used by many people and businesses. If our records are not up to date, they are not as useful to businesses and the public.

You have to fix the problem within 60 consecutive days (not business days) from the day we send you the letter. The date is at the top of the letter.

• Leave us a voice mail at 919-814-5400 ext 1
• Send an email to [email protected] OR
• Fax a question to 919-814-5393.

Do not do all of those things or leave us repeated messages. We often send a large number of Notices at one time. That means we get a lot of calls from people who received the Notices. So be patient. We’ll return your message or email in the order in which we received it. We will not go ahead and dissolve your business while we’re reviewing your information.

Look at the letter (called a Notice) carefully. You should be able to find the specific reasons for the Notice listed in the first paragraph. The letter may list more than one reason because we list all the reasons we know about when we send it.

• Read the notice carefully
• Look at your company’s records on our website.
• Decide if the reasons for dissolution in the Notice:
  • Exist. For example, you may have forgotten to inform us that you had changed your registered agent. In that case you will have to file an annual report, if due, or file an amended annual report to the last filed annual report.
  • Do not exist. For example, proof that all required annual reports have been submitted and filed.

Whatever the reason is, you have to deal with it within 60 days or we will administratively dissolve the entity.

• If you think we made a mistake when we sent you the Notice, this is what you should do:
  • You should send an email to our Customer Service Unit at [email protected].
  • You should be sure to put “Notice of Grounds Received in Error” in the subject line of your email.
  • Be sure to include in your email:
    • All the facts that you think show we made a mistake.
    • Any attachments you want us to consider when we review the matter.
    • A phone number so we can call you if we have questions.

After we get your email and attachments, we will look at our records and all the information you sent us. If we have questions, we will call you or email you. We will also let you know our decision.

No, we can’t tell you exactly how long the review will take. That’s because we do the reviews in the order we receive them. We can tell you that we will NOT go ahead and dissolve your business while we’re reviewing your information.

The steps to get reinstated are:

1. Fix the problem that caused it to be dissolved. For example, if you have overdue annual reports, you will have to file them all. You will also have to pay all annual report fees.
2. Fill out the Reinstatement Form. Be sure you are filling out the correct form as there are different forms for each type of entity, i.e., business corporation, LLC, etc.
3. File the Application for Reinstatement Form and pay the reinstatement fee of $100.

The effective date is the same date the administrative dissolution occurred.

If it has been more than 5 years since the company was dissolved, the name is available for anyone who wants to use it. After 5 years, a dissolved company loses the right to use the incorporated name.

You can still reinstate your company but you’ll have to use a different name. You must submit an amendment changing the business name at the same time you submit the application for reinstatement following administrative dissolution and all applicable annual reports with filing fees for all documents.

The filing history of the company with the old name stays with the new name. If you change your name, you may want to consult an attorney for other areas where the name changes are necessary.

Yes, you can appeal if we deny your application for reinstatement. Information about how to appeal is included in the letter denying your application. You’ll have to file your appeal in Wake County Superior Court within 30 days after the notice of denial is served.

You must first contact the NC Department of Revenue to clear the suspension. Then you will need to follow the steps for an administrative reinstatement. For more information on suspensions, see the Suspension Frequently Asked Questions.

We send a Notice out before we revoke an entity for several reasons. The Notice lets the business know that there is a problem. Then the business has a chance to fix it before we are required to take action which might affect the business.

• There’s something you or the business was supposed to do and it didn’t get done. Examples of “it didn’t get done” reasons are:
  • You didn’t pay fees you owe us and they’re more than 60 days past due.
  • You didn’t file an annual report with us.
  • It’s been more than 60 days since you:
    1. Had a registered agent in North Carolina
    2. Had a registered office in North Carolina
  • You didn’t notify us about changes within 60 days of when the change took place. The changes this applies to are:
    1. Changes in who your registered agent is
    2. Changes in where your registered office is OR
    3. The registered office on file with us isn’t valid any more.
• When you originally formed the business, you gave a date when the company would cease to exist. That date has passed.
• We sent you questions called interrogatories. You either didn’t answer them or you didn’t answer truthfully.

Notices of Administrative Revocation are one of the ways we keep our records up to date. Our business entity database is used by many people and businesses. If our records are not up to date, they are not as useful to businesses and the public.

You have to fix the problem within 60 consecutive days (not business days) from the day we send you the letter. The date is at the top of the letter.

• Leave us a voice mail at 919-814-5400 ext 1
• Send an email to [email protected] OR
• Fax a question to 919-814-5393.

Do not do all of those things or leave us repeated messages. We often send a large number of Notices at one time. That means we get a lot of calls from people who received the Notices. So be patient. We’ll return your message or email in the order in which we got it. We will not go ahead and dissolve your business while we’re reviewing your information.

Look at the letter (called a Notice) carefully. You should be able to find the specific reasons for the Notice listed in the first paragraph. The letter may list more than one reason because we list all the reasons we know about when we send it.

• Read the notice carefully.
• Look at your company’s records on our website.
• Decide if the reasons for revocation in the Notice:
  • Exist. For example, you may have forgotten to inform us that you had changed your registered agent. In that case you will have to file an annual report, if due, or file an amended annual report to the last filed annual report.
  • Do not exist. For example, proof that all required annual reports have been submitted and filed.

Whatever the reason is, you have to deal with it within 60 days or we will revoke the entity.

If you think we made a mistake when we sent you the Notice, this is what you should do:

• You should send an email to our Customer Service Unit at [email protected].
• You should be sure to put “Notice of Grounds Received in Error” in the subject line of your email.
• Be sure to include in your email:
  • All the facts that you think show we made a mistake.
  • Any attachments you want us to consider when we review the matter.
  • A phone number so we can call you if we have questions.

After we get your email and attachments, we will look at our records and all the information you sent us. If we have questions, we will call you or email you. We will also let you know of our decision.

No, we can’t tell you exactly how long the review will take. That’s because we do the reviews in the order we receive them. We can tell you that we will NOT go ahead and revoke your business while we’re reviewing your information.

The steps to get requalified are:

• Complete an Application for Certificate of Authority Following Administrative Revocation (information must be identical to the information on the annual report)
• Submit one annual report completed in its entirety (information must be identical to the information on the Application for Certificate of Authority)
• Submit a Certificate of Existence/Good Standing (cannot be more than 6 months old)
• Submit all applicable fees

The entity name that you are legally incorporated under in your home state may not be available for registration in North Carolina, either because the name contains a problematic suffix, or because the root name is legally in use already by another company.

Name conflicts are a common scenario for foreign entities, but there is a workaround known as a fictitious name. To obtain a fictitious name, you will have to declare a backup name choice to use in connection with your home state legal name on your Application for Certificate of Authority. Once you choose a fictitious name that is available, your foreign registration document once filed will reflect both your legal entity name in your home state, and the assumed name for the business in North Carolina.

Yes, you can appeal if we deny your application. Information about how to appeal is included in the letter denying your application. You’ll have to file your appeal in Wake County Superior Court within 30 days after the notice of denial is served.

You may file an application for Certificate of Withdrawal and attach a certified copy of either the Certificate of Dissolution or a Certificate of Merger/Conversion.

You must first contact the NC Department of Revenue to clear the suspension. Then you will need to follow the steps for requalification. For more information on suspensions, see the Suspension Frequently Asked Questions.

If the entity's status is revoked, it means that the organization has not maintained a registered agent and/or did not file the required annual report with the Business Registration Division. Entities in revoked status may not operate in North Carolina until they are requalified.

The steps to get requalified are:

• Complete an Application for Certificate of Authority (information must be identical to the information on the annual report)
• Submit one annual report completed in its entirety (information must be identical to the information on the Application for Certificate of Authority)
• Submit a Certificate of Existence/Good Standing (cannot be more than 6 months old)
• Submit all applicable fees

Your duties as a registered agent do not stop when the company is revoked. As long as you are the registered agent, you have to accept and forward mail to the company.