Business Registration

A business entity may be dissolved by judicial action if there are grounds for a judicial dissolution. An action to begin the process for a judicial dissolution would take place at the Superior Court in the County where the business entity’s principal office is located.

• The company has obtained its Articles through fraud or has abused its authority as conferred to it by law. The Attorney General would bring action against the company if these are the grounds for judicial dissolution.
• The directors, shareholders, members or company officials are deadlocked in the management of the company’s affairs. The parties involved would bring action against the company.

The Clerk of Court would send a certified copy of the Judicial Dissolution to our office for filing.

You must submit Articles of Dissolution to our office for filing.

• A business corporation must file either Articles of Dissolution Prior to the Issuance of Shares or Articles of Dissolution by Board of Directors and Shareholders. The applicable filing fee is $30.
• A Limited Liability Company must file Articles of Dissolution. The applicable filing fee is $30.
• A nonprofit corporation must file either Articles of Dissolution Prior to the Commencement of Activities or Articles of Dissolution by Board of Directors, Members, and/or Third Persons. A plan of dissolution which specifies how the nonprofit corporation’s remaining assets shall be distributed must be attached to the Articles of Dissolution. The applicable filing fee for the dissolution of a nonprofit corporation is $15.

A company that has been voluntarily dissolved by filing Articles of Dissolution may only do those activities to wind up the affairs of the company.

Only business corporations or nonprofit corporations can file a Revocation of Dissolution. It has to be submitted for filing within 120 days of the effective date of the Articles of Dissolution – Forms B-07 or N-07

An Application for Certificate of Withdrawal must be submitted for the appropriate business entity type to our office for filing. Forms can be found here.

• A foreign business corporation’s filing fee is $25.
• A foreign Limited Liability Company’s filing fee is $10.
• A foreign nonprofit corporation’s filing fee is $10.

The business entity no longer has the authority to transact business in North Carolina. The Secretary of State becomes the registered agent for the withdrawn business entity.