How to Incorporate 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 Business Corporation Act — N.C. Gen. Stat. § 55 (2012)
North Carolina Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
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 Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in North Carolina:
1. Company name
2. Number of authorized shares
3. Class of authorized shares
4. Registered agent street address
5. Registered agent mailing address (if different from street address)
6. Registered agent name
7. Principal office information
8. Name and address of each incorporator
9. Effective date f other than filing date
11. Signature, printed name, and title of each incorporator
North Carolina Incorporation Fee Schedule
Application to Reserve Business Entity Name: $30.00
Articles of Incorporation: $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 corporate designator. In North Carolina the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”
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 corporation. Nevertheless, North Carolina permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an Annual Report.
9. Pay annual franchise tax and file a combined franchise and income tax return.
Registering as a Foreign Entity
1. Complete the “Application for Certificate of Authority.”
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 Corporation
1. If your corporation is dissolving before it has issued shares and has no unpaid debts, complete the “Articles of Dissolution Prior to Issuance of Shares.”
2. If your corporation has issued shares, complete the “Articles of Dissolution by Board of Directors and Shareholders.”
3. Submit the appropriate document, along with the $30.00 filing fee, to the North Carolina Secretary of State.