The business name chosen for the new North Carolina Corporation must be different from all other business entity registered and reserved with the state (with some exceptions). Your new business’ name may not state or imply that it is organized for a purpose other than one permitted by state law and its articles of incorporation. The name must end with one of the following terms or its abbreviation: “Incorporated,” “Corporation,” “Company,” or “Limited.”
By paying a fee of $30, available corporate names may be reserved for up to 120 days.
State Incorporation Timelines
The state incorporation timeline is 4 weeks and the expedited filing time is 10 business days.
State Incorporation Filing Fees
The state incorporation filing fee is $125, and can be expedited in $50 if a faster service is desired.
Articles of Incorporation
In accordance with the North Carolina Business Corporation Act (Chapter 55 of the North Carolina General Statutes), corporations must file articles of incorporation with the state Secretary of State’s office before conducting business. The articles must be delivered by at least one of the incorporators, accompanied by the filing fee of $125.
Normal processing time by the state is five business from the date the state filing office receives your articles. Filing within 24 hours is $100 extra; same-day filing costs an additional $200.
The following information must be included in the articles of incorporation:
- The names and addresses of the incorporators.
- The street address and county of the corporation’s initial registered office
- The name of the new corporation’s initial registered agent at that office
- The mailing address of the corporation’s initial principal office (if it’s different from the registered office)
- The number of shares the corporation is authorized to issue
North Carolina law allows a corporation to be formed for any lawful business activity. There is no requirement for a specific corporate purpose to be stated in the articles of incorporation. North Carolina law also allows (but does not require) optional items to be included in the articles of incorporation for those corporations who wish to formally specify additional information, such as:
- The names and addresses of the initial directors of the corporation.
- The corporate purpose.
- The powers and constraints of the corporation, its board of directors, and shareholders.
- The par value of authorized shares or classes of shares.
- Provisions for or limitations on shareholder and/or director personal liability for corporate debts in certain situations.
In North Carolina, it’s not required to state a par value for your new corporation’s shares. The filing fee is not based on how many shares are authorized, so you can authorize as desired. Most incorporators authorize one class of common shares with equal voting, dividend, and liquidation rights, with no special restrictions.
Every North Carolina Corporation must have a registered agent in the state-someone designated to receive official state correspondence, including notice if the corporation is “served” with a lawsuit. The registered agent must be either a North Carolina resident whose business office is the same as the registered office, or a corporation with a business office identical with the registered office.
Bylaws describe the corporation’s basic managerial and legal operating principles. A North Carolina corporation must keep a copy of its bylaws at its main executive office, but is not required to file them with the state. The bylaws may contain any provision for managing the business and regulating the affairs of the corporation that’s not in conflict with law or the articles of incorporation.
The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. At its initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. Bylaws normally address:
- Shareholders and directors meetings
- The authority, number, and tenure of directors
- Voting procedures
- The duties, responsibilities, and tenure of officers
- How stock is issued
- How and when annual financial information is provided to shareholders
A director of the corporation must be a “natural person” (as opposed to a business entity) who is at least 18 years of age, and there must be at least one. The articles of incorporation or the corporation’s bylaws may specify additional qualifications for directors.
An officer may hold more than one corporate office unless prohibited by the corporation’s bylaws. However, no individual is allowed to act in more than one capacity where the action of two or more officers is required.
An annual report must be filed (in either paper or electronic format) with the North Carolina Secretary of State each year by the 15th day of the third month after the end of the corporation’s fiscal year. This report must include:
- The corporation’s official name and its state or country of incorporation.
- The county, street address, and mailing address (if different) of its registered office, the registered agent at that office, and a statement of change regarding any change of the registered agent and/or registered office.
- The address and telephone number of the corporation’s main office.
- The names, titles, and business addresses of its principal officers.
- A brief description of the nature of the business.
Additionally, state law requires that the corporation mail an annual financial statement to all shareholders within 120 days of the end of the corporate fiscal year. These statements must include a year-end balance sheet, an income statement for that year, and a statement of the year’s cash flows, unless that information appears elsewhere in the financial statements
North Carolina corporations are subject to a state corporate income tax. They must also pay an annual franchise tax, the minimum amount of which is $35.