How to Form an LLC in North Carolina

To form an LLC in North Carolina, here's everything you need to know.

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Here are the steps you need to take to form an LLC in North Carolina. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.

1. Choose a Name for Your LLC

Under North Carolina law, an LLC's name must contain the words: "Limited Liability Company," or the abbreviations "L.L.C." or "LLC," or the combination "ltd. liability co.," "limited liability co.," or "ltd. liability company."

Your LLC’s name must be distinguishable from the names of other business entities already on file with the North Carolina Secretary of State. Names may be checked for availability at the North Carolina Secretary of State business name database.

You may reserve a name for 120 days by filing an Application to Reserve Business Entity Name with the North Carolina Secretary of State. The application must be filed by mail. The filing fee is $30.

2. File Articles of Organization

A North Carolina LLC is created by filing Articles of Organization with the North Carolina Secretary of State. The articles must include: the LLC's name and address; the name of the LLC’s registered agent; the LLC's dissolution date, if any; whether the LLC will be run by managers or members;and the name and address of each person signing the articles. The articles must be filed by postal mail. The filing fee is $120.

3. Appoint a Registered Agent

Every North Carolina LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be a North Carolina resident or a business entity authorized to do business in North Carolina. The registered agent must have a physical street address in North Carolina.

All of the paperwork and procedural steps to start a limited liability company in North Carolina can be done online using Nolo's North Carolina Online LLC Formation application.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in North Carolina but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.

5. Publication Requirements

None.

6. Comply With Other Tax and Regulatory Requirements

Additional tax and regulatory requirements may apply to your LLC. These may include:

EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.

Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. For details, see Organizing Your Limited Liability Company in North Carolina.

7. File Annual Reports

Domestic and Foreign North Carolina LLCs must file an Annual Report with the North Carolina Secretary of State. LLC annual reports are due for the year in which they are filed. In other words, any LLC in existence on or before April 15th of any given year owes an annual report for that year. LLCs that form after April 15th will not owe an annual report until the next calendar year. You must file the annual report online at the Secretary of State Online Annual Report Editor. The filing fee is $200.

8. Foreign LLCs Doing Business in North Carolina

To do business in North Carolina, all LLCs organized outside of the state must register with the North Carolina Secretary of State. Foreign LLCs must appoint a registered agent for service of process physically located in North Carolina. To register, file an Application for Certificate of Authority For Limited Liability Company. The application must be filed by mail. The filing fee is $250.

The completed application must be accompanied by a certificate of legal existence or good standing from the foreign LLC’s home state, dated no more than six months old.

Before filing, make sure the LLC’s name is available in North Carolina by checking the North Carolina business name database. If the name is not available, the foreign LLC must adopt a fictitious name for use in North Carolina. A copy of the resolution of the LLC's managers adopting the fictitious name must be attached to the application.

by: , J.D.

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