Business Registration

The Business Registration Division (the Division) of the Department of the Secretary of State (the Department) strives to continuously enhance its database and the quality of data in the database. To that end, the Division has begun conducting address verification for addresses submitted on filings using the US Postal Service’s database of valid addresses.

Over the years, mailing addresses in the Business Registration database have been found to omit or misstate critical information. Examples of address problems include omitted suite numbers, transposed numbers or omitted zip codes. And of course there is always a possibility of manual data entry errors.

The Division has begun using a software system to verify addresses because:

• We want our database to be more reliable and accurate for our customers who use it.
• Businesses whose addresses are incomplete or wrong in the Department’s database may not receive mail from the Department, which could have serious consequences. If a business does not receive a departmental mailing, it will obviously not have the information in the mailing. The business would then have to spend time and resources dealing with an issue that could have been avoided.
• It wastes public monies when mail sent by the Business Registration Division is returned undeliverable.

A. The Department is standardizing address data using a USPS® software system, which does these tasks:

• Standardizes and validates addresses. It corrects typos and identifies missing postal information including bad street names, cities, states, and ZIP codes.
• Verifies that an address is deliverable. It also flags addresses for vacancies, missing suite numbers and addresses that are returning mail.

A. Software links our database directly with USPS data to electronically verify addresses. Here are the ways the Division uses this address verification process:

• Data Entry: When a Division document examiner enters the mailing address of the principal or registered office, the examiner will use the software to verify that the mailing address is deliverable. If the software says that the address is not deliverable, the examiner will contact the customer to either: (1) confirm that the address is accurate as written or (2) make corrections before the document is filed. If the customer confirms that the address is correct although the software says it is not, the examiner will note the confirmation in the entity’s records.
• Custom Orders: If a customer places an order for a certified document while speaking with a customer service representative, during the conversation the software will be used to verify the address provided.
• Online Annual Report Filings: When annual reports are filed online, addresses provided by the customer will automatically be verified by the software. If an address is categorized as undeliverable by the software, the customer will be asked to review it to make sure it was entered correctly. The customer will then be asked to: (1) accept the address as correct, (2) add missing data or (3) change the address.

1. The name of a proposed business corporation, limited liability company or limited partnership does not contain an applicable business entity ending.
   • A business corporation’s name must include an ending such as Inc., Incorporated, Limited, Ltd. Co., Company, Corp. or Corporation.
   • A limited liability company must include an ending such as LLC, Limited Liability Company, L.L.C. or Ltd. Liability Company
   • A Limited Partnership must include an ending such as LP, Limited Partnership, L.P. or Ltd. Partnership.
2. The document submitted to our office has not been signed by the appropriate representative of the business entity.
3. The registered agent office address was not designated in the Creation Filing that was submitted to our office. The registered office must be a street address that is located in North Carolina.
4. The name of the business entity’s registered agent has not been designated in the Creation Filing. The registered agent can be an individual who resides in North Carolina or another business corporation, nonprofit corporation or limited liability company that is active and current within our records.
5. A person who is submitting Articles of Amendment or Articles of Dissolution has not verified that the entity’s status is current and active with our records. A business entity that has been suspended by the NC Dept. of Revenue cannot file documents until such time as it has been reinstated. Generally, a business entity that has been administratively dissolved cannot file documents other than those documents that are required to become administratively reinstated.

No, not just anyone can sign a document you want to file with the Division. Signing a document for filing is also called “executing” the document. The law is specific about who can sign a document you are required to file.

A document submitted on behalf of a corporation must be executed (signed) by:

1. The chair of its board of directors, its president or another of its officers;
2. An incorporator (if directors have not been selected or the corporation has not been formed); or
3. By a fiduciary (if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary).

NOTE: The Business Registration Division will reject any document that is not signed by someone authorized by law to sign.

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

No. Can sign if authorized to sign.

Presiding Officer of the Board of Directors

No. Can sign if authorized to sign.

Officer of the nonprofit

No. Can sign if authorized to sign.

Incorporator

Yes. Can only sign if:

• The nonprofit hasn’t been formed yet OR
• If it’s been formed but directors haven’t been picked.

Fiduciary

Yes. Can only sign if nonprofit is controlled by a receiver, trustee or court-appointed fiduciary.

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.