How to Form a North Carolina Nonprofit Corporation

Most nonprofits are 501(c)(3) corporations, meaning they're formed for religious, charitable, scientific, literary, or educational purposes and are eligible for federal and state tax exemptions. To create a 501(c)(3) tax-exempt organization, first you need to form a North Carolina nonprofit corporation. Then you must apply for tax-exempt status from the IRS and the State of North Carolina.

While the requirements for forming nonprofits vary, you can generally follow the steps below to create your North Carolina nonprofit.

1. Choose a Name for Your North Carolina Nonprofit Corporation

When you pick a name for your nonprofit, you need to keep in mind North Carolina's laws around nonprofit corporation names. You can find more guidance on the selecting a name section of the North Carolina Secretary of State (SOS) website.

Your Nonprofit Name Must Be Distinguishable

Under North Carolina law, the name of your nonprofit corporation can't be the same as or too similar to an existing business's name on record with the SOS. These names include ones that are legal, reserved, registered, or fictitious. (N.C. Gen. Stat. § 55D-21 (2025).)

You can check whether the proposed name for your nonprofit is available using the SOS's business search.

Reserve Your Nonprofit's Name

You can reserve an available name for your nonprofit for 120 days. You can't renew the reservation. You're not required to reserve a name. This step is optional. (N.C. Gen. Stat. § 55D-23 (2025).)

You can reserve your nonprofit name by filing an Application to Reserve a Business Entity Name (Form BE-03) with the SOS. You can file the application online using the SOS's Online Business Services system. You can also mail a completed paper copy to the SOS. As of 2025, the filing fee to reserve a name for your nonprofit is $30.

Register Your Nonprofit's Assumed Business Name (DBA)

When your nonprofit does business, you don't have to use your nonprofit's legal name registered on its formation paperwork. Instead, you can use a different name for your business—sometimes called an "assumed business name" or a "DBA," (short for doing business as), "trade name," or "fictitious name."

If your nonprofit uses an assumed business name in North Carolina, you must file an Assumed Business Name Certificate. You'll file this certificate with the register of deeds of the county where you'll do business. Your register of deeds will add your information to the central SOS assumed business name database. As of 2025, the fee to register an assumed business name in North Carolina is $26.

(N.C. Gen. Stat. §§ 66-71.1 and following (2025).)

2. Appoint the Initial Directors for Your Nonprofit Corporation

Every North Carolina nonprofit corporation must have a board of directors. However, you can eliminate your board of directors if you explain in your articles of incorporation who'll instead perform the duties of the board of directors.

North Carolina law requires a minimum of one director. However, the IRS prefers that organizations seeking tax-exempt status have at least three directors. You should aim for the IRS minimum and try to appoint an odd number of directors to prevent voting ties.

For the most part, your corporation's articles or bylaws can outline specifics for directors, such as:

• the number of directors (it can be a set number or a range)
• the rights, duties, and powers of directors
• the term of directors
• the qualifications for directors
• the election, designation, and appointment of directors, and
• the meetings of the board of directors.

(N.C. Gen. Stat. §§ 55A-8-01 and following (2025).)

3. Prepare and File Your Nonprofit's Articles of Incorporation

You create your nonprofit entity by filing Articles of Incorporation (Form N-01) with the SOS. Your articles of incorporation must include the following information:

• the name of your nonprofit
• a statement as to whether your corporation is a charitable or religious corporation
• the name, street address, and county of the nonprofit's initial registered agent
• the name and address of each incorporator
• a statement as to whether your nonprofit will have members, and
• provisions about the distributions of your nonprofit's assets upon its dissolution, and
• the street address of your nonprofit's principal office (and a mailing address if different from the nonprofit's principal office address).

You can name initial directors for your nonprofit in your articles but you're not required to do so in North Carolina. You can, but aren't required to, include your nonprofit's purpose. The articles might ask you for additional information.

(N.C. Gen. Stat. § 55A-2-02 (2025).)

Include IRS-Specific Nonprofit Language in Your Articles

To receive tax-exempt status from the IRS, you'll need to have certain specific language in your articles, including:

• a statement of purpose that meets IRS requirements
• statements that your nonprofit will not engage in activities unrelated to its exempt purposes or in prohibited political or legislative activity, and
• a dissolution clause dedicating the corporation's assets to another 501(c)(3) organization or to the government upon dissolution.

The SOS has an articles of incorporation form on its website that you can fill out to create your nonprofit corporation. You can attach the required dissolution clause, statement of purpose, and statements that your nonprofit will not engage in prohibited activities to your articles of incorporation.

For more guidance, the IRS has published suggested language for corporations to use in their articles of incorporation. You can also find sample language for these clauses approved by the IRS in the Instructions for IRS Form 1023-EZ, (see Part II).

How to File Your Nonprofit's Articles of Incorporation With the SOS

You can use the articles of incorporation form the SOS provides for your nonprofit. The form is accompanied by instructions to help you fill out your articles. Complete and mail your articles to the SOS following the instructions provided.

You can also file your articles online using the SOS's Online Business Services system. You must create an account to file any form.

You can access the nonprofit forms and links to file online on the SOS's business registration page. As of 2025, the filing fee for a North Carolina nonprofit corporation is $60.

4. Prepare Bylaws for Your North Carolina Nonprofit Corporation

Your nonprofit's incorporators or board of directors must adopt initial bylaws for your nonprofit corporation. You can draft the bylaws yourself. You can use free and inexpensive samples online (including our nonprofit bylaws form) to help you. You can also recruit an experienced business lawyer to draft the bylaws for your nonprofit.

Your bylaws contain the rules and procedures your corporation will follow for:

• holding meetings
• electing officers and directors
• adopting, amending, and repealing the bylaws, and
• taking care of other corporate formalities.

(N.C. Gen. Stat. § 55A-2-06 (2025).)

You don't need to file your bylaws with the state—this document is your internal operating manual.

For more information on this nonprofit formation document, see our article about articles of incorporation, bylaws, and organizational minutes.

5. Hold a Meeting of Your Board of Directors

After you incorporate your nonprofit, you should hold a board meeting. Your first board meeting is usually referred to as an "organizational meeting" because you're organizing the nonprofit.

If initial directors are named in your articles, then they'll hold this meeting at the call of a majority of the directors. If initial directors aren't named, then the incorporators must hold the meeting at the call of a majority of the incorporators.

The board or incorporators should take such actions as:

• electing the directors (if none have yet been elected)
• approving the bylaws
• appointing officers
• setting an accounting period and tax year, and
• approving initial corporation transactions, such as opening a corporate bank account.

(N.C. Gen. Stat. § 55A-2-05 (2025).)

After the meeting is completed, create meeting minutes that accurately record the actions taken by the board. You should set up a corporate records binder for your nonprofit to hold important documents such as your articles of incorporation, bylaws, and meeting minutes.

6. Apply for an EIN From the IRS

Your nonprofit corporation must obtain a federal employer identification number (EIN). You'll need an EIN to complete your application for federal tax exemption (discussed below).

You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.

7. Obtain the Necessary Business Licenses

Depending on the type of activities your nonprofit intends to carry on and where it's located, your nonprofit might need to obtain local and state business licenses or permits. North Carolina, like most states, doesn't require a general business license to operate in the state. But your city or county might require your nonprofit to have a general license to operate within city (or county) limits. In addition, your nonprofit might need to apply for certain tax, professional, occupational, or other regulatory licenses.

Read our article on how to get a small business license in North Carolina for more details about licensing and permitting requirements in the state. For local licenses, check with the clerk for the city or town where the nonprofit's primary office is located (or county if it's in an unincorporated area). For state license information, check out the NC Business and Occupational License Database (provided by the state's Department of Commerce). The database includes information on business licenses, professional licenses, and privilege licenses.

8. Obtain Your Federal and State Tax Exemptions

Now that you've created your nonprofit corporation, you can obtain your federal and North Carolina state tax exemptions. Here are the steps you must take to obtain your tax-exempt status.

Some nonprofits decide to reach out to a business or tax attorney at this stage. While you can form a nonprofit on your own, you might also find it useful to consult with a legal or tax professional. A business lawyer can help you complete the necessary steps to form and manage your nonprofit.

File Your Form 1023 Federal Tax Exemption Application

To obtain federal tax-exempt status from the IRS, you'll need to complete and file IRS IRS Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. This long and detailed form asks for a lot of information about your organization, including its history, finances, organizational structure, governance policies, operations, activities, and more.

Smaller nonprofits might be eligible to file Form 1023-EZ, Streamlined Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code. This application is a much simpler, shorter form that's filed online. Only smaller nonprofits—those with projected annual gross receipts of less than $50,000 and total assets of less than $250,000—are eligible to use the streamlined 1023-EZ application.

See the IRS website for more information on the Form 1023 and Form 1023-EZ filing requirements.

North Carolina State Tax Exemptions

Nonprofits in North Carolina should generally consider three types of taxes and their level of exemption from each.

North Carolina franchise and corporate income tax. Nonprofit corporations who receive 501(c)(3) tax-exempt status from the IRS must apply for exemption from the state's franchise and corporate income tax. To apply for a letter of tax exemption, you must provide a copy of your nonprofit's articles of incorporation, bylaws, and IRS 501(c)(3) determination letter to the North Carolina Department of Revenue (NCDOR).

Sales and use tax. In general, nonprofits aren't exempt from paying sales tax on their purchases. But some qualified nonprofits can apply for a semiannual refund of sales tax paid. In addition, nonprofits generally must collect and pay sales tax on the sales they make, with some exceptions. Before collecting sales tax, nonprofits must register their nonprofit with the DOR and obtain a Certificate of Registration.

Property tax. To obtain an exemption from local property taxes, a nonprofit must file an application with the county assessor. The assessor will then determine whether the piece of property qualifies for an exemption.

For detailed information and filing requirements for exemptions from income, property, sales, and other state taxes, refer to DOR's publication, State Taxation and Nonprofit Organizations.

Other State Reporting and Registration Requirements

In general, if your nonprofit intends to solicit contributions or have funds solicited on its behalf, you must obtain a license from the SOS Charities Division. You can apply for a license online using the Charities Division's OnLine filing portal. You might also need to pay a license fee, typically between $50 and $200. Nonprofits, unless exempt, must renew their license each year.

Some nonprofits are exempt from the licensing requirements, including:

• religious institutions
• nonprofits that receive less than $50,000 in contributions per year and don't provide compensation to any officer, trustee, organizer, incorporator, fundraiser, or solicitor
• qualifying educational institutions
• qualifying hospitals and continuing care facilities, and
• YMCAs and YWCAs.

If your nonprofit qualifies as exempt, then you don't need to apply for a license.

If your nonprofit plans to solicit or receive donations in other states, then you might have nonprofit filing and reporting obligations in those states as well. For more information about fundraising registration requirements in all 50 states, see Nonprofit Fundraising Registration Digital Guide, by Ronald J. Barrett and Stephen Fishman (Nolo).