How to Form a Corporation in North Carolina

To establish a corporation in North Carolina, here's everything you need to know.

By , J.D. USC Gould School of Law
Updated by Amanda Hayes, Attorney University of North Carolina School of Law
Updated 3/07/2025

To form a corporation in North Carolina, you must register your company with the state, create internal corporate documents, and issue stock, among other tasks. You can also use our online corporation formation service, which will form a corporation for you with everything you need.

1. Choose a Corporate Name

When creating your corporation, you must follow North Carolina's corporate naming requirements. In North Carolina, your corporation's name must end with one of the following terms or its abbreviation:

  • "Corporation"
  • "Incorporated"
  • "Company," or
  • "Limited."

(N.C. Gen. Stat. § 55D-20 (2025).)

Besides including an entity designation, your corporation's name must also be distinguishable (or different) from the names of other businesses already on file with the North Carolina Secretary of State (SOS). The SOS has a business entity search feature on its website that you can use to search for available business names. (N.C. Gen. Stat. § 55D-21 (2025).)

You can reserve a name for 120 days by filing an Application to Reserve a Business Entity Name with the SOS. As of 2025, the filing fee is $30 to reserve a business name. (N.C. Gen. Stat. § 55D-23 (2025).)

2. Appoint a Registered Agent

You must appoint a registered agent for your corporation in North Carolina. A "registered agent" accepts legal papers on the corporation's behalf and forwards any notice, process, or demand to the corporation. The registered agent's office must be a physical address within North Carolina.

The registered agent can be:

  • an individual who resides in North Carolina
  • a North Carolina corporation, nonprofit corporation, or limited liability company (LLC), or
  • a foreign (out-of-state) corporation, nonprofit corporation, or LLC authorized to transact business in North Carolina.

Your registered agent should agree to accept service of process on your corporation's behalf before your corporation names the agent. You'll name your agent in the formation paperwork to create your corporation.

(N.C. Gen. Stat. § 55D-30 (2025).)

3. File Articles of Incorporation

You can legally form a corporation in North Carolina by filing Articles of Incorporation with the SOS. Your articles must, at a minimum, include:

  • the corporation's name
  • the number of shares the corporation is authorized to issue
  • the name, street address, and county of the corporation's registered agent
  • the street address of the corporation's principal office, and
  • the name and address of each incorporator.

(N.C. Gen. Stat. § 55-2-02 (2025).)

You can file your articles online or by mail. If you file online, you'll need to create a username and password.

As of 2025, the filing fee is $125 for articles of incorporation. (N.C. Gen. Stat. § 55-1-22 (2025).)

4. Prepare Corporate Bylaws

In North Carolina, your corporation is required to have bylaws. A corporation's bylaws are its roadmap to how the company will manage its business and regulate its affairs. Your corporation's incorporators or board of directors will adopt the initial bylaws. (N.C. Gen. Stat. § 55-2-06 (2025).)

In your corporation's bylaws, you should cover:

  • the officer positions for the corporation (for instance, chief executive officer, chief operating officer, secretary, etc.)
  • the rights and obligations of directors, officers, and shareholders
  • the procedure for meetings of directors and shareholders
  • the process for electing and appointing directors and officers, and
  • how stock is classified and issued.

Apart from being legally required, corporate bylaws are important for several reasons. Your corporate bylaws help establish your business as a separate entity from its officers, directors, and shareholders—preventing others from piercing the corporate veil and holding individuals in the corporation liable for corporate debts. Bylaws can also show banks, creditors, the Internal Revenue Service (IRS), and others that your corporation is legitimate.

Though bylaws are required, you don't need to file this internal document with the state. However, you should put your bylaws, meeting minutes, and other important corporate papers in a corporate records book. You can use a three-ring binder or order a special corporate records kit through a corporate kit supplier. Keep this book at your corporation's principal office.

5. Appoint Directors and Hold the First Board Meeting

In your articles of incorporation, the incorporator—the person who signs the articles—has a chance to name the corporation's initial directors. However, the incorporator isn't required to do so.
If the incorporator(s) didn't name directors, then your incorporator (probably you or others) will need to hold an organizational meeting to elect a board of directors. If you did name directors in the articles, then the directors must hold an organizational meeting to:
  • appoint corporate officers
  • adopt initial bylaws, and
  • carry on other business matters.
You can also decide on other business matters like:
  • selecting a corporate bank
  • setting the corporation's fiscal year
  • authorizing the issuance of shares of stock
  • adopting an official stock certificate form and corporate seal, and
  • deciding whether the corporation should be taxed as an S corporation

You'll need to record any actions or decisions in corporate minutes.

The incorporator should complete and sign an "Incorporator's Statement" showing the names and addresses of the initial directors. The statement doesn't need to be filed with the state—keep it in the corporate records book.

6. Issue Corporate Stock

After you've filed your articles, appointed the initial directors, and held your first organizational meeting, it's time to issue stock. Your corporation will issue stock in return for capital contributions like cash, property, and services. Once a person or business has been issued stock, they become a shareholder (also called a "stockholder") in your corporation.

Shareholders' Agreement and Stock Certificate

Typically, when a corporation issues shares, the corporation and shareholders will agree to a shareholders' agreement (also called a "stockholders' agreement"). This agreement lays out the corporation's and shareholders' rights and obligations.

Small corporations will often issue paper stock certificates to represent stock ownership. One of the corporation's officers or directors should sign the certificate or the certificate should bear the corporate seal. You should also include the share's par value somewhere on the certificate. The "par value" is the lowest amount the share can be sold for. If there isn't a par value, you can say "no par value" on the certificate.

Be sure to list each shareholder's name and contact information in the corporation's stock transfer ledger.

Securities Laws and Exemptions

Typically, shares are classified as securities under state and federal securities laws. Securities laws require corporations to follow certain rules when offering and issuing stock, such as registering the sale with the U.S. Securities and Exchange Commission (SEC).

However, fortunately, many small corporations don't have to worry about federal securities laws. Small corporations often make private offerings for their shares, and federal law exempts private offerings from being classified as securities. A "private offering" is a non-advertised sale to a limited number of people (generally 35 or fewer). See our corporations FAQ for more.

In North Carolina, you'll need to follow two major securities acts:

The SOS's Securities Division oversees the securities laws for North Carolina. Visit the securities section of the SOS website for information about securities laws, registration, frequently asked questions, and more.

Securities laws can be complicated. If you have specific questions, talk to a North Carolina business attorney who has experience with the state's securities laws.

7. Obtain an EIN and Comply With Tax Requirements

All corporations need a federal employer identification number (EIN). You can apply for an EIN online through the IRS website. There's no filing fee.

North Carolina corporate income and franchise taxes: All domestic and foreign corporations doing business in North Carolina, unless exempt, must pay the corporate income tax to the North Carolina Department of Revenue (NCDOR). As of 2025, the corporate tax rate is 2.25% of taxable income, which is set to decline gradually until it is eliminated by 2030. You can file and pay the corporate tax online using one of the approved eFile methods.

North Carolina franchise tax: All domestic and foreign corporations doing business in North Carolina must pay the state's franchise tax. The franchise tax is levied on corporations and other business entities for the privilege of doing business in the state. As of 2025, the franchise tax is $1.50 per $1,000 of the corporation's net worth, with a minimum franchise tax of $200. You can pay the tax online.

North Carolina sales and use tax: If your corporation sells taxable goods and services, you must collect and pay sales tax to North Carolina. You must register your corporation with the NCDOR to get a sales and use tax number and certificate of registration. You can register online or submit Form NC-BR. You must file sales tax returns and pay taxes periodically (as determined by your filing frequency). You can file and pay your sales tax online using Form E-500. Check the sales and use tax section of the NCDOR website for more information.

    North Carolina wage withholding tax: North Carolina employers must withhold and pay employee income taxes to the NCDOR. You'll need to register your corporation to receive a withholding tax identification number. You can use the same registration process you used if you registered for sales tax. You'll need to file and pay withholding taxes monthly, quarterly, or semiweekly. You can file and pay this tax online via the NCDOR's eServices. You'll also need to use some version of NC-3 to reconcile your corporation's tax withholding each year. (You can find more information on the withholding tax FAQ webpage.)

    North Carolina unemployment insurance (UI) tax. If your corporation has employees, you'll probably need to pay the state's UI tax to the North Carolina Division of Employment Security (DES). You can create an employer account with DES through NCSUITS. You'll need to file a Quarterly Tax and Wage Report to report on wages and pay the UI tax.

    FAQ About North Carolina Corporations

    Here are some other questions you might have about your North Carolina corporation.

    How much does it cost to form a corporation in North Carolina?

    Below are the fees (as of 2025) you might need to pay to form your corporation in North Carolina:

    • You can reserve your business name with the SOS for $30.
    • The SOS charges a $125 filing fee to submit your Articles of Incorporation.

    Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but it will often cost you hundreds, if not thousands, of dollars in the process. If you'd like help completing all the filings, try our online corporation formation service.

    To learn more about the costs associated with forming and running a corporation, see our article on how much it costs to form a corporation.

    Do I need to submit an annual report for my corporation in North Carolina?

    Yes. You must file an annual report with the SOS for your corporation. Your annual report is due every year by the 15th day of the fourth month following the close of your fiscal year. So, if your fiscal year corresponds with the calendar year, your annual report would be due on April 15.

    You'll need to include the following information in your annual report:

    • the name of the corporation
    • the state of incorporation
    • the name, street address, and county of the corporation's registered agent
    • the address and telephone number of the corporation's principal office
    • the names, titles, and business addresses of the corporate officers, and
    • a brief description of the corporation's business.

    (N.C. Gen. Stat. § 55-16-22 (2025).)

    You can file the annual report online through the SOS website. Alternatively, you can file a paper copy directly with the SOS's Business Registration Division. As of 2025, the filing fee for an annual report is $21 if filed online and $25 if filed by paper.

    Are there any other maintenance requirements for corporations?

    Apart from annual reports, your corporation will need to file and pay applicable taxes to the local, state, and federal governments. In addition, your company might need to obtain and periodically renew any required general or special business licenses or permits. You'll be responsible for keeping track of these maintenance requirements to keep your corporation in good standing and legally compliant.

    Starting in 2024, all corporations were previously required to submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. However, in March 2025, after some constitutional challenges, FinCEN revised the BOI reporting rule so that the requirement only applies to companies created outside the U.S. So, if you form your corporation within the U.S., then you no longer need to worry about the BOI reporting requirement.

    Do I need bylaws for my North Carolina corporation?

    Yes. Your corporation is required to adopt bylaws in North Carolina. Your corporation's incorporators or board of directors will adopt the initial bylaws for the corporation. Your corporate bylaws should outline how your company will be managed, regulated, and maintained.

    You don't need to file your bylaws with the state. But you must keep a copy of the bylaws with the rest of your corporation's important records.

    Do I need a business license in North Carolina?

    North Carolina, like many states, doesn't issue a general business license at the state level. However, you'll likely need to get some sort of operating license at the local level. Some cities require all businesses to get a license (unless exempt), while other cities require only some types of businesses to obtain a license. You should check with your city and county for specific licensing requirements.

    In addition, you or your corporation might need to get a license or permit based on your business's activities. For example, you could need professional licenses, tax licenses or registrations, safety certifications, or environmental permits. Check the NC Business and Occupational License Database for state-issued business, occupational, and privilege licenses.

    You can read our article on North Carolina business licenses for more in-depth guidance.

    How do I register my corporation as an S corporation?

    If your corporation wants to elect S corporation status for tax purposes, you need to submit Form 2553, Election by a Small Business Corporation. Make sure your corporation meets the requirements to become an S corporation, such as having no more than 100 shareholders.

    You should file this election within two months and 15 days after the beginning of your corporation's first tax year. Alternatively, you can file any time during the tax year preceding the tax year in which the S corporation status will take effect. Visit the IRS S Corporations webpage for details.

    Can a foreign corporation do business in North Carolina?

    Yes. All corporations organized outside of North Carolina must register with the SOS to do business in the state. Foreign corporations must appoint a registered agent for service of process physically located in North Carolina.

    To register, file an Application for Certificate of Authority. The application must be accompanied by an original certificate of good standing or existence, no more than six months old, from the secretary of state or similar official of the foreign corporation's home state. The form must be filed by mail. As of 2025, the filing fee is $250.

    Before filing, make sure your corporation's name is available in North Carolina. If the name isn't available, the foreign corporation must use a fictitious business name in North Carolina. Attach to the application a copy of the resolution of the board of directors, certified by its secretary, adopting the fictitious name.

    (N.C. Gen. Stat. §§ 55-15-01 and following (2025).)

    Can I form a professional corporation in North Carolina?

    In North Carolina, if you perform a professional service, you can form a special type of corporation called a "professional corporation" or "professional service corporation." In general, a "professional service" means a personal or professional service that requires practitioners to obtain a license. Professional services include, for example, accounting, legal, and medical services.

    You can form a professional corporation by submitting Articles of Incorporation (Form PC-05) to the SOS. You must also obtain a certificate of registration from your licensing board and include it with your articles. As of 2025, the filing fee for these articles is $125.

    (N.C. Gen. Stat. §§ 55B-1 and following (2025).)

    How do I dissolve my corporation when I'm done?

    If the time has come to end your business, you must legally dissolve your corporation. Dissolving your corporation helps to limit your liability for lawsuits and government fees.

    Typically, the board of directors will propose the dissolution to shareholders, and shareholders must approve the proposal. Once the dissolution is approved, you must file Articles of Dissolution with the SOS. As of 2025, the filing fee to submit Articles of Dissolution in North Carolina is $30.

    Make sure that you also take steps to wind up your corporation. You'll need to liquidate your company's assets, discharge your company's debts and liabilities, and distribute any remaining assets.

    (N.C. Gen. Stat. §§ 55-14-01 and following (2025).)

    You should speak with a North Carolina business attorney to learn more about your obligations when dissolving your corporation.

    Further Reading
    Piercing the Corporate Veil: When LLCs and Corporations May be at Risk
    How to Form a Corporation in California
    Articles of Incorporation
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