How to Start an LLC in North Carolina

Many small business owners are forming their businesses as limited liability companies (LLCs). This popular business structure combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any North Carolina business owner who wants to limit their personal liability for business debts and lawsuits should consider forming an LLC.

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 our article on how to start an LLC. You can also use our online LLC formation service to register your LLC.

1. Choose a Name for Your North Carolina LLC

North Carolina, like other states, has rules for naming LLCs. You'll need to follow these naming laws when picking a business name.

LLC name must be distinguishable. Your LLC's name must be distinguishable from the names of other business entities already on file with the North Carolina Secretary of State (SOS). So, your name must be different from any other business name registered or reserved in North Carolina. You can check names for availability at the SOS's business name database. (N.C. Gen. Stat. § 55D-21 (2024).)

LLC name must include an entity designator. Under North Carolina law, an LLC's name must contain the words:

• "limited liability company"
• "L.L.C."
• "LLC"
• "ltd. liability co."
• "limited liability co.," or
• "ltd. liability company."

(N.C. Gen. Stat. § 55D-20 (2024).)

Name reservation. You can reserve a name for 120 days by filing an Application to Reserve a Business Entity Name with the SOS. You can't renew the name reservation. As of 2024, the filing fee is $30. (N.C. Gen. Stat. § 55D-23 (2024).)

Using an assumed name. You don't have to use your LLC's official legal name registered in your articles or organization when you do business out in the real world. Instead, you can use an assumed name, also called a "trade name" or a "DBA" (short for "doing business as"). If you use an assumed name in North Carolina, you must register the name with the register of deeds in the county where your LLC does business. To register your name, you file an Assumed Business Name Certificate with the county register of deeds. A single application can cover multiple counties if your LLC does business in more than one. (N.C. Gen. Stat. § 66-71.4 (2024).) As of 2024, the filing fee is $26.

2. Appoint a North Carolina Registered Agent

Every North Carolina LLC must have an agent for service of process (called a "registered agent") in the state. This agent is an individual or business entity that agrees to accept legal papers on the LLC's behalf—for example, if someone sues the company.

A registered agent must be either:

• someone who resides in North Carolina
• an LLC, corporation, or nonprofit corporation, or
• a foreign corporation, LLC, or nonprofit authorized to transact business in North Carolina.

The registered agent must have a physical street address in North Carolina. You can also appoint an attorney as your LLC's registered agent.

(N.C. Gen. Stat. § 55D-30 (2024).)

3. File Articles of Organization With the SOS

You can create a North Carolina LLC by filing Articles of Organization with the SOS Business Registration Division. The articles must include:

• the LLC's name
• the name and address of each person signing the articles
• the name and address of the LLC's registered agent
• the street address and, if different, the mailing address of the LLC's principal office, as well as the county where the LLC's office is located, and
• if the LLC will provide professional services, the professional services to be rendered.

(N.C. Gen. Stat. § 57D-2-21 (2024).)

You can file the articles online through the SOS's online services or by mail using Form L-01. As of 2024, the filing fee is $125.

4. Prepare an Operating Agreement

An LLC operating agreement isn't required in North Carolina. But you should still create one. The operating agreement is the primary document that establishes the rights, powers, duties, liabilities, and obligations of the members among themselves and to the LLC. The agreement is purely an internal document and isn't filed with the SOS.

If an existing or newly created LLC doesn't adopt an operating agreement, the LLC's articles of organization and state law will govern how the LLC is run and managed.

Your operating agreement should specify whether your LLC will be member-managed or manager-managed. Most LLCs are member-managed, meaning all of the owners (known as "members") are engaged in the operations of the company. In contrast, in a manager-managed LLC, only some members or nonmembers who are designated as managers run the LLC. The non-manager members are passive investors.

For help creating an LLC operating agreement, you can use our online LLC formation service.

5. Get an EIN and Comply With Other Tax and Regulatory Requirements

Other tax and regulatory requirements might apply to your LLC. For instance, your LLC might need to obtain an EIN, apply for business licenses and permits, and register for business taxes.

EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for your LLC only if either you elect to have your business taxed as a corporation instead of a sole proprietorship (disregarded entity) or your single-member LLC has employees. You can get an EIN by completing an online EIN application on the IRS website. There's no filing fee.

Business licenses. Depending on your LLC's business activities and location, your LLC might need to obtain local and state business licenses or permits. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it's in an unincorporated area). For state license information, check North Carolina's state boards and commissions' websites.

Department of Revenue. If you have employees or will be selling goods and collecting sales tax, you'll need to register with the North Carolina Department of Revenue (DOR). For many types of taxes, you can register your business online at the DOR website. For more information on North Carolina LLC tax registration, check out North Carolina annual tax and LLC filing requirements.

FAQ About North Carolina LLCs

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

• Should I form an LLC in North Carolina?
• How much does it cost to form an LLC in North Carolina?
• Do I need to submit an annual report for my LLC in North Carolina?
• Are there any other maintenance requirements for North Carolina?
• Do I need an operating agreement for my North Carolina LLC?
• Do I need a business license in North Carolina?
• Are there North Carolina business taxes I need to pay?
• Can a foreign LLC do business in North Carolina?
• Can I form a single-member LLC in North Carolina?
• Can I form a professional LLC in North Carolina?
• How do I dissolve my LLC when I'm done?

Should I form an LLC in North Carolina?

If you're just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business.

To learn more about LLCs and decide if it's the right business structure for you, see our article on LLC basics.

How much does it cost to form an LLC in North Carolina?

Below are the fees (as of 2024) you might need to pay to form your LLC in North Carolina:

• The SOS charges a $125 filing fee for the Articles of Organization.
• Before filing your articles, you can reserve your LLC name with the SOS for $30.

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 LLC formation service.

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

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

Yes. All North Carolina LLCs must file an annual report with the SOS. LLC annual reports are due each year on April 15 starting the year after you create your LLC. In other words, if you form your LLC in 2024, you must file your first annual report by April 15, 2025. (N.C. Gen. Stat. § 57D-2-24 (2024).)

You can file the annual report with the SOS online by mail. As of 2024, the online filing fee is $203 and the fee for mail-in filings is $200.

Are there any other maintenance requirements for LLCs?

Apart from annual reports, your LLC will need to file and pay applicable taxes to the local, state, and federal governments. In addition, your LLC 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 LLC in good standing and legally compliant.

Starting in 2024, all LLCs 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 LLC within the U.S., then you no longer need to worry about the BOI reporting requirement.

Do I need an operating agreement for my North Carolina LLC?

You're not required to have an operating agreement for your LLC in North Carolina. Though, it's highly advisable to have one. An operating agreement can help protect your limited liability status, prevent financial and managerial misunderstandings among members, and ensure that you choose the rules that govern your business instead of your state's default rules.

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, the city or county you plan to operate in might require you to have a license to operate within the city or county limits. You should check with your city and county for specific licensing requirements.

In addition to local business requirements, you could need professional licenses, tax licenses or registrations, safety certifications, environmental permits, and building permits at the local, state, or federal levels. Check the NC Business and Occupational License Database for state-issued business, occupational, and privilege licenses.

You can find extensive details about state and local regulatory requirements in our North Carolina business license article.

Are there North Carolina business taxes I need to pay?

Your LLC will likely be responsible for paying some type of business tax. LLCs are considered "pass-through entities" (PTEs) by default, meaning the responsibility for paying taxes on the LLC's income passes through to the members. So, in this case, you'll report and pay taxes on your share of the LLC's income on your personal tax return. However, some LLCs elect to be taxed as a corporation and pay the state corporate income tax.

In addition to income tax, your LLC might be responsible for reporting and paying sales tax, withholding employee wages, and paying unemployment insurance (UI) tax. You'll register to withhold and pay wages and to report and pay sales tax through the DOR. You'll need to register to pay the UI tax through the North Carolina State UI Tax System (NCSUITS).

See our article on North Carolina tax filing requirements for more details.

Can a foreign LLC do business in North Carolina?

Yes. To do business in North Carolina, all LLCs organized outside of the state (called "foreign LLCs") must register with the SOS. Your foreign LLC must appoint a registered agent for service of process that's physically located in North Carolina.

To register, file an Application for Certificate of Authority For Limited Liability Company (Form L-09). Along with the application, you must submit an authenticated copy of a certificate of existence (or certificate of good standing or a similar document) from your home state. The certificate must be less than six months old.

You can file the application online or by mail. As of 2024, the filing fee for a Certificate of Authority is $250.

Before filing, you should make sure your LLC's name is available in North Carolina by checking the North Carolina business name database. If your LLC's name isn't available, you must adopt a fictitious name for use in North Carolina. If your LLC does adopt a fictitious name, include a copy of the resolution of the LLC's managers adopting the fictitious name with your fictitious name application.

(N.C. Gen. Stat. §§ 57D-7-01 and following (2024).)

See our guide to qualifying to do business outside your state for more information.

Can I form a single-member LLC in North Carolina?

Yes. For most formation purposes, a North Carolina single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in North Carolina are generally the same as those listed above.

Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see our article on how single-member LLCs pay federal income tax.

Can I form a professional LLC in North Carolina?

Yes. If you provide a licensed professional service in North Carolina and want to form an LLC, you can form a professional LLC (PLLC). Examples of providers of professional services include architects, attorneys, dentists, certified public accountants, physicians, and more. Generally, if you provide a service that requires you to obtain a North Carolina state license, certification, or other legal authorization before practicing, then you provide a professional service.

In North Carolina, professional LLCs are governed by the same laws that govern professional corporations (the Professional Corporations Act). Accordingly, only licensed professionals can own a membership interest in the PLLC. In addition, at least one manager or managing member of the LLC must be licensed. In general, you must check with your licensing authority first before forming a PLLC. Your licensing authority might have additional requirements.

(N.C. Gen. Stat. § 57D-2-02 (2024).)

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

When you're ready to close your business, you should legally dissolve your LLC to limit your liability for lawsuits and government fees. To dissolve an LLC in North Carolina, you should:

• have an occurrence listed in your operating agreement happen (for example, if your operating agreement says that an affirmative vote of more than 50% of the LLC members can dissolve the LLC)
• discharge and settle the LLC's debts, obligations, and other liabilities
• settle and close the LLC's activities
• distribute the company's remaining assets, and
• file Articles of Dissolution and pay the required filing fee with the SOS.

(N.C. Gen. Stat. §§ 57D-6-01 and following (2024).)

You also need to close your tax accounts and take any other steps necessary to close out your business. See our article on what you need to do when closing your business for more in-depth information and guidance.