Business Registration
A form of business operation that declares the business as a separate, legal entity guided by a group of officers known as the board of directors.
A North Carolina corporation is created by filing Articles of Incorporation with the Department.
We cannot give you legal advice. We can tell you that one general advantage of forming a corporation may be to protect your personal individual assets. There may be disadvantages to making your business a corporation. We recommend that you consult a lawyer or other adviser to help you decide if you should incorporate your business.
There are many differences between a LLC and a business corporation. The answers below provide general information about some of the differences. Consult a lawyer or other adviser if you are trying to decide which kind of business entity you want.
A business corporation has a legal status or existence that is separate both from the individual(s) who forms it and its owners (stockholders). A business corporation has officers or directors. A corporation must file an annual report and pay an annual report fee to the Department. Forming a business corporation offers limited liability protection to protect shareholders’ personal property.
A limited liability company (LLC) has some characteristics of partnerships and some characteristics of corporations. A LLC has members or managers. A LLC must file an annual report and pay an annual report fee to the Department. A LLC may offer limited liability and special tax treatment to its members or managers.
One or more.
The answers to this FAQ are general ones. For more detailed information and/or advice, you may want to consult with an attorney or other adviser about issues such as the kind of entity you want to form.
The basic steps to incorporate a business in North Carolina are:
- Prepare Articles of Incorporation by either filling out the form provided on our website or hiring an attorney to create your Articles.
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2. Submit the following to the Department:
- The completed Articles of Incorporation document
- The filing fee
- A cover sheet
- 3. The Business Registration Division will review all your paperwork to make sure it is complete and has all required information. The Division will also email you a certified copy of the documents you file. You will get confirmation after the document is filed. You will also get an electronic copy of the document for your corporation’s files if you have provided an e-mail address on the cover sheet.
If there are questions about your paperwork, someone will contact you about the problem.
You will need to know:
- The Corporation name: You should be sure your corporation name includes at least one of these words or abbreviations: Company, Corporation, Incorporated, Limited, Co., Corp, Inc. or Ltd.
- The Number of Shares of Stock: You should consult with your attorney to determine how many shares of stock your company is authorized to issue. Remember that authorized capital is the number of shares your corporation can issue. Authorized capital does not necessarily mean the number of shares you have already issued or you plan to issue in the future.
- The Classes of stock: You should consult with your attorney to decide if your corporation should have different classes of corporate stock. Generally, the two classes of stock are referred to as common stock and preferred stock. Most corporations issue only one class of stock which is common stock.
- The Registered Agent Name and Office: The registered agent for your corporation can either be an individual or another business corporation, nonprofit corporation or limited liability company. If the registered agent for your corporation is an individual, that person must reside in North Carolina. If the registered agent for your corporation is another business corporation, nonprofit corporation or limited liability company, it must be active on the records of the Department. The Registered Agent must have a Registered Office. The Registered Office is the business address for the Registered Agent. The Registered Office must be located in North Carolina and have a physical address. You have to list both a mailing address and physical (geographic) address for your Registered Office if they are different. You must give an accurate street address for your initial Registered Office.
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The Principal Office Address:
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The principal office of your corporation is where:
- The business office is located; or
- Where the corporate records are kept if there is no business office.
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If your corporation has a principal office when it is created, then your Articles of Incorporation have to include:
- The complete street address of the principal office.
- The county in which the principal office is located.
- The complete mailing address of the principal office if it is different from the street address.
NOTE: You will have to include a principal office location in your annual report.
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The principal office of your corporation is where:
- The names and addresses of your company’s incorporators: You have to list at least one incorporator for your corporation. You can list more than one incorporator. At least one of your listed incorporators must sign the document submitted for filing with the Department. The signature(s) do not need to be notarized.
No, but you should consult an attorney if you have any legal questions concerning your incorporation. Legal questions may relate to:
- How your entity will be taxed.
- What liability the owners will have.
We will do everything we can to make the incorporation process as easy as we can for you. However, the Business Registration Division can only act in an administrative capacity. We cannot offer you legal advice or opinions on your particular filing. We recommend that you consult with your own attorney and accountant during the incorporation process.
You submit the Articles of Incorporation to the NC Department of the Secretary of State, Business Registration Division. You may submit the Articles online by following the online submission process for “Submitting a Creation Document” or mail the document to the Business Registration Division, N.C. Secretary of State, P. O. Box 29622, Raleigh, NC 27626-0622 with the filing fee, or if you want to deliver your Articles of Incorporation in person, the physical address in Raleigh is at the bottom of this page. The office hours are 8:00 a.m. to 5:00 p.m. weekdays except for any state holiday.
A limited liability company (LLC) is an unincorporated separate entity that is a cross between a corporation and a partnership with certain advantages to both of them. The owners are referred to as “members” and the company can have from one to an unlimited number of members. Members can be natural persons, sole proprietorships, corporations or any other form of entity whether for profit or nonprofit.
Limited liability companies are the entity of choice across the United States. There are more LLCs formed than any other entity. Limited liability companies are regularly used for estate and gift planning; real estate development and holding; asset protection; joint ventures; capital formation; family businesses; and as an all-purpose business type.
This Agency cannot advise on matters such as this. For an explanation of the differences, Contact an attorney or tax adviser.
One or more.
First, you must submit for filing your company’s Articles of Organization (Form L-01) with the Business Registration Division. Make sure the following information is provided in your filing:
The name of your company
Your company’s name must include at least one of the following endings:
Limited Liability Company, LLC, Ltd. Liability Company, L.L.C., Limited Liability Co. or other possible endings.
Organizers
The Articles of Organization must be executed by all Organizers. The articles must state the name and business address of each person executing the Articles of Organization and must also state whether each of those persons is executing the document in the capacity of a member or an organizer. If a person elects to submit the form L-01, which is the form provided on our Agency’s website, then all individuals listed in item 3 of the Articles must execute the document.
The Articles of Organization may identify the initial members of the LLC.
Registered Agent/Office
The street address and county of your registered agent’s office and the name of your registered agent.
The registered office is the business address for the registered agent. The registered office must be located in North Carolina and have a physical address. If the mailing address of your registered office differs from its street address, provide both in your filing. A street address must be provided for the initial registered office.
Principal Office Address
A principal office is the location where the business has its office or where the business records are kept. If the company has a principal office upon creation, the address must be included in the Articles. The annual report requires a principal office location.
A document submitted on behalf of a domestic or foreign limited liability company must be signed:
- By a manager, or company official of the LLC;
- If the LLC has not been formed or if the LLC has never had any members, by an organizer; or
- If the LLC is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
The fee for Articles of Organization is $125. Payments should be made to NC Secretary of State.
Once your Articles of Organization have been filed, you will receive a certified copy from this office by email if a cover sheet was provided including the e-mail address or by regular mail if the e-mail address was not provided.
No, but you should consult an attorney if you have any legal questions concerning your company, such as taxation, liability of the owners and other issues not directly related to filing the Articles of Organization.
No. This office can only tell you how long a company has been organized and if it is in good standing with the agency. For questions on legitimacy, you should contact the Attorney General’s Office, Consumer Protection Office.
There are several more steps you’ll need to take before you can actually begin operating as a LLC. We recommend that you consult your tax adviser and attorney. That way, you can make sure you do everything you need to.
Check list on the early steps to get in LLC up and running.
You will need to file an Application for Certificate of Authority with the Business Registration Division of the Department of the Secretary of State. (Form L-09) You should include the following information in your application:
The name of your company
You should provide the name of your company exactly as it appears on file in the state or country where your company was originally organized. If that name is not available in North Carolina, you should choose a fictitious name under which your company will conduct business in this state.
If your company chooses to use a fictitious name, you will need to file a copy of the resolution adopting the fictitious name chosen by your company’s managers.
The name of the state or country in which your company was originally organized
The street address of your principal office in the state or country under whose law it is governed.
This must be an actual physical location. We will not accept a Post Office Box number.
The mailing address of your principal office if it is different from the street address
This address may be a post office box.
The street address and county of your registered office
Your registered agent office must be located in the state of North Carolina. The address provided must be the actual physical location of your registered agent office.
The mailing address of your registered office if mail is not delivered to the street address
This must be a North Carolina address.
The name of your company’s registered agent
The names, titles and business addresses of your company’s current company officials
A Certificate of Existence or similar document
The Certificate of Existence is a certified document issued by the Department of the Secretary of State or by the official who has custody of the corporate records in the state or country in which your company was originally organized.
In either event, the certification date must be no older than six months. The Certificate of Existence must also be an original. We will not accept photocopies or fax copies. We will accept electronic certificates from states that offer electronic certificates.
The filing fee for an Application for Certificate of Authority is $250.
Yes, you can. You should file an Amendment of Articles of Organization (Form L-17). The Articles of Amendment must be signed by a company official, or if there are no company officials, by an organizer of the company. Only one signature is required and we do not require a company seal or notarization on Articles of Amendment. There is a $50.00 fee for filing Articles of Amendment. Note that the names of the initial organizers cannot be changed by filing articles of amendment.
Yes. You may file Articles of Correction (Form BE-02) indicating:
- The name of the entity;
- The type of business entity;
- The day the document was filed;
- The type of document or an attachment of a copy of the document filed;
- Statements as to what the errors were on the document; and
- How to correct those errors or an attachment of a corrected document.
Yes, you will need to file Articles of Dissolution with the Secretary of State’s Office (Form L-07).
It’s a corporation formed for limited purposes. Usually, the purposes don’t relate to making a profit.
Yes, there are a number of different kinds of nonprofits. They include organizations formed for purposes like:
- Charity
- Civic
- Education
- Foundations
- Homeowner Associations
- Humanitarian
- Religion
- Science
- Social
- Trade Associations
We can’t answer that question. Generally, there are some donations to nonprofits that you can deduct and some you can’t. For more information, you need to talk to your tax adviser or check with the US Internal Revenue Service or NC Department of Revenue.
Our Charitable Solicitations Licensing Division also has information which may help you.
No, you don’t have to apply. It’s up to you whether you want 501(c)(3) status. If you want donations to your nonprofit to be tax deductible, you may have to get 501(c)(3) status. You should check with your lawyer or IRS and the NC Department of Revenue. Our Charitable Solicitation Licensing Division also has helpful information.
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That kind of provision says what will happen to your nonprofit’s assets if it shuts down and is dissolved. There is sample text for the Tax Exempt status information in the “nonprofit corporation” forms listing (Form N-14) There is also helpful information at:
- NC Department of Revenue
- IRS
- Charitable Solicitations Licensing Division
Many organizations are not necessarily better off incorporating. Because of the nature of some organizations, there may be little risk of an accident or of financial difficulty and personal liability. Before a decision is made you should consider the risk of liability. An attorney may be able to help with this matter.
No, there’s no requirement that you have an attorney. We can’t give you legal advice. We recommend that you consider hiring an attorney because:
- How you set up the nonprofit may have legal consequences.
- How you set up the nonprofit may have tax consequences for you and your donors.
- How you set up the nonprofit may create liability issues.
You have to have at least one incorporator.
The incorporator is the person who signs the nonprofit’s Articles of Incorporation. You can have more than one incorporator and more than one person who signs the Articles. The incorporator will hold the initial organizational meeting if no directors were identified in the Articles.
Generally, the directors exercise the legal powers of the nonprofit and manage the company. You may want to talk to a lawyer about exactly which powers you want your directors to have.
No, you don’t have to have a board of directors. You do have to say who is going to exercise the powers of a nonprofit. You may want to talk to a lawyer about how you want to organize your nonprofit and any powers you want your directors to have.
Yes, the law is specific about who can sign your nonprofit’s documents and file with us. Here’s the general rule:
Chair of the board of directors of the nonprofit
Can sign if authorized to sign.
President of the nonprofit
Can sign if authorized to sign.
Officer of the nonprofit
Can sign if authorized to sign.
Incorporator
Can only sign if:
- The nonprofit hasn’t been formed yet OR
- If it’s been formed but directors haven’t been picked.
Fiduciary
Can only sign if nonprofit is controlled by a receiver, trustee or court-appointed fiduciary.
It will cost you $60.00 to form a nonprofit.
No, nonprofits don’t have to file annual reports with us.
Changes to your Articles of Incorporation by filing Articles of Amendment
When you change them
$25.00
Changes in your registered agent by filing A Statement of Change of Registered Agent Name/Office.
When the registered agent name or address changes
$5.00
Changes in the location of your principal office by filing a Statement of Change of Principal Office.
When the location changes
$5.00
Changes in the location of your registered office by filing A Statement of Change of Registered Agent Name/Office.
When the location changes
$5.00
Yes, there are lots of things you still need to do as you begin operating. We recommend that you consult your nonprofit’s tax adviser and attorney. That way, you can make sure you do everything you need to.
Here’s a link to typical early steps nonprofits take to get into business. You may need to do them all or just a few.
If you want to dissolve the nonprofit, you have to take certain legal steps. Then you have to file Articles of Dissolution (PDF) with us. The form will either be N-05 or N-06 depending upon whether you have commenced activities or not. It will cost $15.00.
No, we can’t tell you if it’s legitimate. There are some things we can tell you:
We can tell you it’s status with our Business Registration Division. You can search for the nonprofit online. If the status shows as “active”, it means that as far as we know, they’ve done everything they’re supposed to for our Business Registration Division. If the status doesn’t show as “active”, there may be an issue of some kind.
Our Charitable Solicitation Licensing Division can tell you if the nonprofit has a license with them. You can search their database online. Their website also has some resources that may help you.
You have a number of options. Here are some of them:
- File a complaint with us. We may not be able to help but if we can, we’ll refer it to the right agency.
- File a complaint with our Charitable Solicitation Licensing Division. This is a good place to start if you think the nonprofit should have a license to ask for donations. Contact our Charitable Solicitation Licensing Division.
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Contact the Attorney General’s office. You can reach them at:
NC Department of Justice
Consumer Protection Division
9001 Mail Service Center
Raleigh, NC 27699-9001
1-877-5-NO-SCAM
919-716-6000
https://ncdoj.gov/protecting-consumers/
- Contact local law enforcement.
- File a complaint with the US Internal Revenue Service.
No, we can’t help resolve an internal dispute about how a nonprofit runs or what it does. You may want to consult a community mediation service or an attorney for help.
A partnership is a legal entity. The law says a partnership is an association of 2 or more people or entities who co-own a business for profit working under a partnership agreement. If you have a question about whether your business is (or should be) a partnership, you may want to consult a lawyer.
General Partnership (GP)
Partnership Agreement and possibly filing a d/b/a at the county level.
Limited Partnership (LP)
Filing a Registration at the Secretary of State’s Office
Limited Liability Partnership (LLP)
Filing a Registration at the Secretary of State’s Office
Limited Liability Limited Partnership (LLLP or RLLLP)
Filing a Registration at the Secretary of State’s Office
We can’t tell you how to do that. However, if you don’t form one of the partnerships that requires filing with us, generally speaking, you will have formed a general partnership.
There may be serious consequences if you form the wrong kind of partnership for what you want to do. So, you may want to consider consulting a lawyer about which type of entity you want to form.
A General Partnership must file an Assumed Name Certificate (PDF) with the Register of Deeds Office in the County where its principal office is located. Give the file stamped Assumed Name Certificate to the Bank.
The bank may ask for other documents or information. For example, it may ask for your Tax ID number.
Limited Partnership
- At least one General and one Limited Partner
- Only the limited partner has limited liability
Limited Liability Partnership
- At least two General Partners
- All partners have limited liability
Limited Liability Limited Partnership
- At least one General and one Limited Partner
- Both general partners and limited partners have limited liability
All registrations for the above three entities are filed with the Secretary of State.
You need to use our Form Number LP-04(PDF). Tips for completing the form:
- Before you fill out the form, be sure to check to see if the name you want to use is available and if not, choose a fictitious name for use in North Carolina.
- Be sure to check the right box in Item 11 so that you actually create the right kind of entity.
Certificate of Limited Partnership
All General Partners
Amendment to Certificate of Limited Partnership
At least one (1) General Partner and all new General Partners
Certificate of Cancellation (Domestic)
All General Partners
Certificate of Cancellation (Foreign)
At least one (1) General Partner who is of record
Application for Registration of Foreign Limited Partnership
At least one(1) General Partner who is identified in the document
All other partnership documents
At least one (1) General Partner
The answer is: It depends. We look at several things to decide if you can use the same name:
- Is the name you want to use distinguishable from names of other entities in our records?
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Does the name you want to use include one of these endings:
- Limited Partnership
- Ltd. Partnership
- L.P.
- LP
They do not have to be listed as it is not a requirement in the NC General Statutes.
No, you don’t have to file anything with our office. You should file a Certificate of Assumed Name (PDF) with the Register of Deeds office in the county where your General Partnership principal office is located. You may want to have a written partnership agreement but it may not be required. You may want to consult a lawyer to make sure that you’re creating the right kind of partnership for what you want to do.
No, you don’t have to file the agreement with us. Some partnership agreements aren’t even put down in writing, although that can cause issues if there’s a problem. We can’t advise you as to what to do but can tell you that we often see recommendations that:
- You keep a copy of the partnership agreement at your principal office.
- All partners keep a copy of the agreement.
If it’s another type of partnership, then you need to file an amendment. There are separate forms for Limited Partnerships and Limited Liability Partnerships, the amendments are:
LP-02(PDF)
Amendment to the Certificate of Domestic Limited Partnership
LP-05(PDF)
Certificate of Change/Amendment of Foreign LP
LLP-03(PDF)
Certificate of Amendment (Registered Limited Liability Partnership) (Domestic and Foreign)
Yes, some partnerships have to file annual reports:
- General partnership - No
- Limited partnership - No
- Limited liability partnership (domestic or foreign) - Yes
- Limited liability limited partnership - Yes
The law requires limited liability partnerships and limited liability limited partnerships to file annual reports. It doesn’t require limited and general partnerships to file them.
Regular Mail
Business Registration
Post Office Box 29622
Raleigh, North Carolina 27626-0622
Overnight Mail
Business Registration
2 South Salisbury Street
Raleigh, North Carolina 27601-2903
It’s a special kind of corporation and LLC formed to provide a specific type of professional service. Some licensed professionals have to go through extra steps to be able to form these special corporations or LLCs. It’s the only kind of corporation or LLC they can form.
No. We won’t let you form a regular corporation or LLC if we know you’re a licensed professional listed in Chapter 55B. You’ll have to form a professional corporation or LLC.
If you manage to do it anyway, as soon as we find out, we’ll report the company to the licensing board.
What form do I use?
- Professional Corporation: PC-05(PDF)
- Professional LLC: PLLC-02(PDF)
- Foreign Professional Corporation or LLC: PC-01(PDF) and PLLC-01(PDF)
Do I need a Licensing Board Certificate?
- Professional Corporation: Yes
- Professional LLC: Yes
- Foreign Professional Corporation or LLC: Yes
Do I have to send the Certificate with the Form?
- Professional Corporation: Yes
- Professional LLC: Yes
- Foreign Professional Corporation or LLC: Yes
Can I send you a copy of the Licensing Board Certificate?
- Professional Corporation: No copies. Only the original.
- Professional LLC: No copies. Only the original.
- Foreign Professional Corporation or LLC: No copies. Only the original.
Do I need to submit a copy of the license?
- Professional Corporation: No
- Professional LLC: No
- Foreign Professional Corporation or LLC: No
What is the filing fee?
- Professional Corporation: $125.00
- Professional LLC: $125.00
- Foreign Professional Corporation or LLC: $250.00
Do I have to file an Annual Report?
- Professional Corporation: No
- Professional LLC: No
- Foreign Professional Corporation or LLC: No
It’s a document you get from your licensing board. It’s how your licensing board lets us know that you meet their standards. We can’t create your Professional Corporation or LLC until we get the certificate.
You may be able to do that. It depends on the profession for each licensee. Some professions can have a professional corporation together. Others can’t.
You have to get certificates from the licensing boards for each profession and service and then follow the specific licensing board processes. Remember to send us a certificate for each profession and service.
There is one way to find out:
- Your licensing board can tell you.
Yes. First, get a certificate from the NC licensing board. Then, apply for a certificate of authority to do business in NC as a Professional Corporation or LLC.