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

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 (2024).)

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 (2024).)

You can reserve a name for 120 days by filing an Application to Reserve a Business Entity Name with the SOS. As of 2024, the filing fee is $30 to reserve a business name. (N.C. Gen. Stat. § 55D-23 (2024).)

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 you file to create your corporation.

(N.C. Gen. Stat. § 55D-30 (2024).)

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 (2024).)

You can file your articles online or by mail. As of 2024, the filing fee is $125 for articles of incorporation. (N.C. Gen. Stat. § 55-1-22 (2024).)

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. Though required, you don't need to file this internal document with the state. (N.C. Gen. Stat. § 55-2-06 (2024).)

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.

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.
Other business matters can include:
  • 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. File an Annual Report

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 address of the corporate officers, and
  • a brief description of the corporation's business.

(N.C. Gen. Stat. § 55-16-22 (2024).)

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 2024, the filing fee for an annual report is $20 if filed online and $25 if filed by paper.

8. 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 2024, the corporate tax rate is 2.5% of taxable income, which is set to gradually decline. 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 2024, 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.

    For more on starting a corporation, including sample forms and bylaws, check out Incorporate Your Business, by Anthony Mancuso (Nolo).


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