How to Form an LLC in North Carolina
North Carolina Department of the Secretary of State – Corporations Division
PO Box 29622
2 South Salisbury Street
Raleigh, NC 27626-0622
Statutory Authority: North Carolina Limited Liability Company Act — N.C. Gen. Stats. § 57C (2012)
North Carolina LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. Prepare a Letter of Transmittal.”
4. Submit the completed documents, along with a photocopy and your filing fees, to the North Carolina Secretary of State.
North Carolina Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in North Carolina:
1. Company name
2. Duration if other than perpetual
3. Name and address of each person executing the articles of organization (must state whether each person executing is a member, organizer or both)
4. Registered agent street address
5. Registered agent mailing address (if different from street address)
6. Registered agent name
7. Principal office information
8. Management structure
9. Effective date if other than date of filing
11. Signature and printed name of each organizer
North Carolina LLC Fee Schedule
Application to Reserve Business Entity Name: $30.00
Articles of Organization: $125.00
Application for Certificate of Authority: $250.00
Certified Copy: $15.00 plus $1.00 per page
Annual Report: $25.00 by mail, $20.00 online
Articles of Dissolution: $30.00
Your company name must end with a limited liability designator. In North Carolina the specific limited liability company designators are: “Limited Liability Company” “Limited Company” “L.L.C.” “LLC” “Ltd. Liability Company” “Ltd Liability Co.”
Conduct an entity name search on the North Carolina Secretary of State’s website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application to Reserve a Business Entity Name” and paying a name reservation fee of $30.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
North Carolina requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a North Carolina resident or active North Carolina business entity that has a North Carolina street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a North Carolina resident and have a North Carolina street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a North Carolina limited liability company. Nevertheless, North Carolina permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File an Annual Report.
Registering as a Foreign Entity
1. Complete the “Application for Certificate of Authority for Limited Liability Company.”
2. Attach a Certificate of Existence or document of similar import duly authenticated by the Secretary of State or other official having custody of corporate records in the state of incorporation. The Certificate of Existence must be an original and not more than six months old.
3. Submit the completed documents, along with the $250.00 filing fee, to the North Carolina Secretary of State.
Dissolving a North Carolina LLC
1. Complete the “Articles of Dissolution of Limited Liability Company” form.
2. Submit the completed document, along with the $30.00 filing fee, to the North Carolina Secretary of State.