Business Registration

According to N.C.G.S. 57D-2-24(b), the Secretary of State must notify limited liability companies of the annual report filing requirement. The Secretary of State’s Office satisfies this requirement by:

1. Providing the limited liability company, at the time of creation, a notice of when the first annual report is due; and
2. Providing the registered agent at the address of record with a mailed or e-mailed notice that limited liability company annual reports are due on or before April 15th of each year.

The mailed or e-mail notices are distributed anytime between February 1st and March 31st of each year and consists of a yellow or blue post card addressed to the Registered Agent at the Registered Agent’s mailing address of record

Many of these notices are returned from the Post Office with an insufficient address, these entities are then placed on the list to be sent a notice of grounds for administrative dissolution for failing to notify the Secretary of State’s Office within 60 days that its registered agent or registered office has been changed. (N.C.G.S. 57D-6-06(4))

§ 55-14-20. Grounds for administrative dissolution.

The Secretary of State may commence a proceeding under G.S. 55-14-21 to dissolve administratively a corporation if:

1. The corporation does not pay within 60 days after they are due any penalties, fees, or other payments due under this Chapter;
2. The corporation is delinquent in delivering its annual report;
3. The corporation is without a registered agent or registered office in this State for 60 days or more;
4. The corporation does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
5. The corporation's period of duration stated in its articles of incorporation expires; or
6. The corporation knowingly fails or refuses to answer truthfully and fully within the time prescribed in this Chapter interrogatories propounded by the Secretary of State in accordance with the provisions of this Chapter. (1989, c. 265, s. 1; 1993, c. 552, s. 15; 1997-475, s. 6.4.)

§ 55-14-21. Procedure for and effect of administrative dissolution.

1. If the Secretary of State determines that one or more grounds exist under G.S. 55-14-20 for dissolving a corporation, he shall mail the corporation written notice of his determination.
2. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is mailed, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and mail a copy to the corporation.
3. The provisions of G.S. 55-14-05, 55-14-06, and 55-14-07 apply to a corporation administratively dissolved.
4. The administrative dissolution of a corporation does not terminate the authority of its registered agent. (1989, c. 265, s. 1.)

§ 57D-6-06. Administrative dissolution.

1. 1. The limited liability company has not paid within 60 days after they are due any penalties, fees, or other payments due under this Chapter;
   2. The limited liability company does not deliver its annual report to the Secretary of State on or before the date it is due;
   3. The limited liability company has been without a registered agent or registered office in this State for 60 days or more;
   4. The limited liability company has not notified the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or
   5. The LLC knowingly fails or refuses to answer interrogatories propounded by the Secretary of State in accordance with the provisions of this Chapter.
2. If the Secretary of State determines that one or more grounds exist under subsection (a) of this section for dissolving and LLC, the Secretary of State shall mail the limited liability company written notice of that determination. If, within 60 days after the notice is mailed, the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground does not exist, the Secretary of State shall administratively dissolve the LLC by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original certificate of dissolution and mail a copy to the LLC.
3. An LLC administratively dissolved under this section may apply to the Secretary of State for reinstatement. The procedures for reinstatement and for the appeal of any denial of the LLC’s application for reinstatement are the same as those applicable to a domestic corporation under G.S. 55-14-22, 55-14-23, and 55-14-24. If, at the time the LLC applies for reinstatement, the name of the LLC is not distinguishable from the name of another entity authorized to be used under G.S. 55D-21, then the LLC must change its name to a name that is distinguishable on the records of the Secretary of State from the name of the other entity before the Secretary of State may prepare a certificate of reinstatement. The effect of reinstatement of a LLC is the same as for a domestic corporation under G.S. 55-14-22.

§105-230. Charter suspended for failure to report.

1. If a corporation or a limited liability company fails to file any report or return or to pay any tax or fee required by this Subchapter for 90 days after it is due, the Secretary shall inform the Secretary of State of this failure. The Secretary of State shall suspend the articles of incorporation, articles of organization, or certificate of authority, as appropriate, of the corporation or limited liability company. The Secretary of State shall immediately notify by mail every domestic or foreign corporation or limited liability company so suspended of its suspension. The powers, privileges, and franchises conferred upon the corporation or limited liability company by the articles of incorporation, the articles of organization, or the certificate of authority terminate upon suspension
2. Any act performed or attempted to be performed during the period of suspension is invalid and of no effect, unless the Secretary of State reinstates the corporation or limited liability company pursuant to G.S. 105-232.
3. If you receive one of these notices, you will need to contact the Department of Revenue at 877-919-1819 ext 1120406 for further guidance for reinstatement.