Download Free Print-Only PDF OR Purchase Interactive PDF Version of this Form
Guidelines For Incorporating Your Business In North Carolina Form. This is a North Carolina form and can be use in Business Corporation Secretary Of State.
Tags: Guidelines For Incorporating Your Business In North Carolina, North Carolina Secretary Of State, Business Corporation
NORTH CAROLINA DEPARTMENT
OF THE
SECRETARY
OF
STATE
Incorporating
Your Business in
North Carolina
Elaine F. Marshall
Secretary of State
CORPORATIONS DIVISION
American LegalNet, Inc.
www.FormsWorkflow.com
American LegalNet, Inc.
www.FormsWorkflow.com
American LegalNet, Inc.
www.FormsWorkflow.com
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Incorporating Your Business in North Carolina
American LegalNet, Inc.
www.FormsWorkflow.com
Table of Contents
Incorporating in North Carolina: Questions and Answers . . . . . . . . . . . . . . .1
Selecting a Name for Your Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Registering Trademarks and Service Marks . . . . . . . . . . . . . . . . . . . . . . . .12
How to Get Help Licensing Your Business . . . . . . . . . . . . . . . . . . . . . . . . .13
Offering Securities in North Carolina . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Directory of State Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
North Carolina Licensing Boards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Corporations Division Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Appendix: Incorporation Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Application to Reserve a Corporate Name
Articles of Incorporation
Articles of Incorporation including Articles of Conversion
Statement of Change of Registered Office and/or Registered Agent
Application for Certificate of Authority
Articles of Amendment
Produced by the Publications Division – March 11, 2002
Incorporating Your Business in North Carolina
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
American LegalNet, Inc.
www.FormsWorkflow.com
1
.
.
.
.
.
.
.
.
.
.
. Incorporating in North Carolina: Questions &
.
.
. Answers
.
.
. Q: What is a corporation?
.
. A: A corporation is a legal entity created upon filing Articles of
.
. Incorporation with the Department of the Secretary of State. It has a legal
. status or existence that is separate both from the individual(s) who forms it
.
. and its owners.
.
.
. Q: What are the advantages and disadvantages of making your business
.
. a corporation?
.
. A: The Department cannot advise on matters such as this. Please contact
.
. an attorney or other adviser. However, one sure advantage of forming a cor.
. poration is that it can protect an individual’s personal assets, and may also
. protect against others using your business name.
.
.
. Q: What is the difference between a “limited partnership,” a “limited
.
. liability partnership,” and a “limited liability company?”
.
. A: A limited partnership is a partnership with two kinds of partners:
.
. general partners and limited partners. The general partners manage the busi.
. ness and are subject to unlimited liability; that is, the general partners are
.
. personally liable for the debts and obligations of the partnership. Generally,
. limited partners are not personally liable for the debts and obligations of the
.
. company. Filing a certificate of limited partnership with the Secretary of
.
. State creates limited partnerships.
.
. A limited liability partnership, also called a registered limited liability
.
. partnership (RLLP) , is a kind of general partnership. RLLPs are frequently
. businesses that provide professional services, such as law firms. An RLLP
.
. does not have “limited partners,” but a general partner is nevertheless NOT
.
. subject to personal liability for the malpractice of another partner unless he
.
. or she participates with or is responsible for supervising the partner commit.
. ting the malpractice. A general partnership becomes an RLLP by filing an
. application for registration with the Secretary of State.
.
. A limited liability company has some of the characteristics of partner.
. ships and some of the characteristics of corporations. A limited liability com.
. pany may be organized to avoid “double taxation” which frequently accom.
. panies a corporation. The owners of a limited liability company are called
. members. LLCs are managed by the members or by managers who may or
.
. may not be members. Members enjoy “limited liability.” Filing articles of
.
. organization with the Secretary of State creates LLCs.
.
.
.
.
.
.
.
.
.
.
.
. Incorporating Your Business in North Carolina
.
.
.
American LegalNet, Inc.
www.FormsWorkflow.com
Q:
A:
What is the difference between an LLC and a business corporation?
A business corporation has officers or directors and pays an annual
report fee of $20.00. An LLC has members or managers and pays an annual
report fee of $200.00. An LLC is an unincorporated association that offers a
combination of limited liability and special tax treatment. A business corporation is an artificial entity and offers limited liability that protects the personal property of its shareholders.
Q:
A:
How many people are required to form a non-profit corporation?
One or more.
Q:
A:
A limited partnership?
Two or more (1 limited partner and 1 general partner).
Q:
A:
A limited liability company?
One or more.
Q:
A:
A business corporation?
One or more.
Q:
A:
How do I incorporate my business in North Carolina?
First, you must file your company’s Articles of Incorporation with
the Corporations Division. Make sure the following information is provided
in your filing:
The name of your corporation
Your company’s name must also include at least one of the
following words or abbreviations: Company, Corporation,
Incorporated, Limited, Co., Corp, Inc. or Ltd.
The number of shares of stock your corporation is authorized to issue
You should consult with your attorney to determine how many
shares of stock your company is authorized to issue.
Remember that authorized capital is the number of shares
your corporation can issue, not necessarily the amount you
have already issued or plan to issue in the future.
The classes of stock issued by your corporation
You should consult with your attorney to determine whether
you should separate your corporate stock into different classes. Most corporations issue only one class of stock.
Incorporating Your Business in North Carolina
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
2
American LegalNet, Inc.
www.FormsWorkflow.com
3
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
The street address and county of your registered office and
the name of your registered agent
Your registered office must be located in North Carolina. If
the mailing address of your registered office differs from its
geographic address, please provide both in your filing. A street
address must be provided for the initial registered office.
Principal Office Address
If the corporation has a principal office, the Articles of
Incorporation must identify the complete street address of that
office, along with the county in which it is located. The articles of incorporation must also state the complete mailing
address of the corporation if the mailing address is different
from the street address.
The names and addresses of your company’s incorporators
State law requires that your filing list at least one incorporator.
You may list more than one. Make sure that you submit the
signature of at least one of the incorporators listed in your filing. You do not have to have those signatures notarized.
Q:
A:
Where do I file my company’s Articles of Incorporation?
You can mail your filing to the Corporations Division, N.C. Secretary
of State, P.O. Box 29622, Raleigh, N.C. 27626-0622. If you want to deliver
your Articles of Incorporation in person and need directions to our office,
please call us at (919) 807-2000.
Q:
A:
How much will it cost to file my company’s Articles of Incorporation?
The fee for business incorporations is $125.
Q:
A:
How will I know when my Articles of Incorporation have been filed?
Once your Articles of Incorporation have been filed, you will receive
a certified copy of them from the Department of the Secretary of State.
Q:
A:
Do I have to hire an attorney to incorporate?
No, but you should consult an attorney if you have any legal questions concerning your incorporation, such as taxation, liability of the owners
and other issues not directly related to the incorporation. Please keep in mind
that, while we will do everything we can to make the incorporation process
as easy as we can for you, the Corporations Division can only act in an
administrative capacity. We cannot offer you legal advice or opinion on your
particular filing. We recommend that you consult with your own attorney and
accountant during the incorporation process.
Incorporating Your Business in North Carolina
American LegalNet, Inc.
www.FormsWorkflow.com
Q:
Can the Secretary of State’s office answer questions regarding the
legitimacy of a corporation?
No. The Secretary of State can only tell a client how long a company
A:
has been incorporated and if it is in good standing with the agency. For questions on legitimacy, the client should contact the Attorney General’s Office,
Consumer Protection Office, www.jus.state.nc.us/cpframe.htm
Q:
What do I do once my Articles of Incorporation have been filed with
the Department of the Secretary of State?
There are several more steps you’ll need to take before you can actuA:
ally begin operating as a corporation. You’ll need to:
Hold an organizational meeting
If they have not already been specifically named in your
Articles of Incorporation, you should elect directors for your
corporation. You should then elect officers for your corporation and set their compensation. Next, you should adopt a set
of corporate by-laws and issue shares of stock. Then, adopt
banking resolutions for your corporation and fix dates for the
start and end of each corporate fiscal year.
Approve any other agreements or contracts deemed desirable for your corporation
Obtain your corporation’s tax identification numbers from
the North Carolina Department of Revenue and the IRS
Check with the Business License Information Office (BLIO)
to see if your corporation needs a license to operate
BLIO is a division of the Department of Commerce.
Its mission is to help new businesses like yours identify
and complete any governmental permitting processes prior to
starting up corporate operations. Call (919) 715-2864 or toll
free 1-800-228-8443 for BLIO assistance. BLIO’s web
address is: www.nccommerce.com/servicenter/blio/
Purchase a company seal
You can order one from most stationery and office supply
stores in your area.
Contact county and local agencies to see what regulations
and restrictions may apply to your business
Your attorney will usually be able to guide you through this
process. You are not, however, required by law to hire one.
Incorporating Your Business in North Carolina
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
4
American LegalNet, Inc.
www.FormsWorkflow.com
5
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Set up an accurate bookkeeping system
Most corporations hire an accountant to oversee this part of
the incorporation process and check the company’s books on a
regular basis. An accountant can also help prepare your company’s tax filings.
Q:
A:
What are a registered agent and a registered office?
A registered agent can be one of three things:
An individual who lives in North Carolina and whose business office is identical with the registered office
A domestic corporation, limited liability company or nonprofit domestic corporation whose business office is identical with the registered office
A foreign corporation, foreign limited liability company or
non-profit foreign corporation authorized to transact business in North Carolina and whose business office is identical with the registered office
If choosing a business entity as the registered agent, the business entity
must be active upon the records of the Secretary of State. The registered
agent need not be the incorporator of the corporation. The only duty of the
registered agent is to forward any notice, process or demand that is served on
the registered agent, often by a deputy sheriff, to your corporation at its last
known address. The registered office may—but need not—have the same
address as any of the corporation’s places of business. Under North Carolina
law, the registered agent and the registered office must be continuously maintained in North Carolina.
Q:
A:
How do I change my registered agent and registered office?
Simply file a Statement of Change of Registered Office And/Or
Registered Agent with the Corporations Division. You can also change registered agents and registered offices by indicating the change in your annual
report.
Incorporating Your Business in North Carolina
American LegalNet, Inc.
www.FormsWorkflow.com
Q:
A:
When are my corporation’s annual reports due?
As of January 1, 1998, annual reports for business corporations, along
with the $20 fee, are filed with the corporation’s income and franchise tax
return at the N.C. Department of Revenue, www.dor.state.nc.us, each year by
tax deadline. Corporations are required to deliver their annual report to the
Department of Revenue by the 15th day of the third month following the
close of their fiscal year. Thus, for corporations with fiscal years ending
December 31st, annual reports are due March 15th. For any year prior to
1998, the annual report should also be delivered with a $20.00 fee to the
Department of the Secretary of State. You will still be required to file your
company’s annual report on time. Failure to do so may result in the administrative dissolution of your corporation or revocation of your Certificate of
Authority.
Q:
Is there any way I can reserve a certain name for my corporation
before I file for incorporation?
Yes, there is. You can reserve a corporate name for 120 days by filing
A:
an Application to Reserve a Corporate Name with the Corporations Division
of the Department of the Secretary of State. You must pay a $30 fee at the
time you file to reserve your corporation’s name. The name you choose for
your corporation must be clearly distinguishable from the names of all other
corporations, limited liability companies and limited partnerships already on
file with the Corporations Division. We encourage you to check the corporate
name you have chosen by calling us at (919) 807-2225. Please understand
that any clearance you receive from us by phone for a corporate name is preliminary. We cannot guarantee that the name you have chosen will still be
available when you file your Articles of Incorporation unless you file an
Application to Reserve a Corporate Name. Because of this, we strongly recommend that you not have stationery, business signs, cards or other material
printed until you have received your final papers from the N.C. Department
of the Secretary of State.
Q:
I want to start a new corporation as soon as possible. Do I need to
file a form to reserve the corporate name I want?
No. A name may be reserved so as to save it for later use, but if
A:
you’re ready to form the corporation now, and the name is available for use,
there is no need to reserve it.
Q:
I filed Articles of Incorporation with the Secretary of State, but they
were sent back unfiled because the name was not available. What do I do now?
Select a new name that is available, change the articles and send them
A:
back to the Corporations Division of the N.C. Department of the Secretary of
State.
Incorporating Your Business in North Carolina
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
6
American LegalNet, Inc.
www.FormsWorkflow.com
7
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Q:
The company name I want to use is currently in use by a company
that has been dissolved. How long must I wait to use the name?
If the company was dissolved voluntarily, the name is available 120
A:
days after the effective date of the dissolution. If the dissolution was administrative, then you must wait five years after the effective date of the dissolution. N.C. Gen. Stat. § 55D-21(d).
Q:
I want my corporation to have a new name. How do I go about
changing its name?
Changing the name of a company requires amending its articles of
A:
incorporation. If shares have not yet been issued, the directors or incorporators can do this. If shares have been issued, the directors must recommend
the amendment to the shareholders and the shareholders must approve the
change. N.C. Gen. Stat. § 55-10-01.
Q:
If my company is already incorporated in another state or nation,
what do I have to do in order to conduct business in North Carolina?
You will need to file an Application for Certificate of Authority with
A:
the Corporations Division of the Department of the Secretary of State. You
should include the following information in your application:
The name of your corporation
You should provide the name of your corporation exactly as it
appears on file in the state or country where your company
was originally incorporated. If that name is not available in
North Carolina, you should also include the corporate name
under which your company will conduct business in this state.
If your corporation chooses to use a fictitious name, you will
need to file a copy of the resolution adopting the name passed
by your company’s board of directors. You will also have to
have that resolution certified by the Secretary of your corporation.
The name of the state or country in which your company
was originally incorporated
The date of incorporation and the period of duration for
your corporation
The street address of your principal office
This must be an actual geographic location. We will not
accept a Post Office Box number.
The mailing address of your principal office if it is different from the street address
Incorporating Your Business in North Carolina
American LegalNet, Inc.
www.FormsWorkflow.com
The street address and county of your registered office
Your registered office must be located somewhere in the state
of North Carolina. The address provided must be the actual
physical location of your registered office.
The mailing address of your registered office if it is different from the street address
This must be a North Carolina address.
The name of your company’s registered agent
The names, titles and business addresses of your company’s current corporate officers
A Certificate of Existence or similar document
This document will have to be authenticated by the
Department of the Secretary of State or by the official who
has custody of the corporate records in the state or country in
which your company was originally incorporated. In either
event, the certification date must be no more than six months
old. The Certificate of Existence must also be an original. We
will not accept photocopies or fax copies.
Q:
How much will it cost me to file my Application for Certificate of
Authority?
The filing fee for an Application for Certificate of Authority is $250.
A:
Q:
A:
Can I change my Articles of Incorporation after they’ve been filed?
Yes, you can. You should file Articles of Amendment. The Articles of
Amendment must be signed by the chair of your company’s board of directors or by any one of your company’s corporate officers. Only one signature
is required and we do not require a corporate seal or notarization on Articles
of Amendment. We do charge a $50 fee at the time you file Articles of
Amendment. Please note that the names of the initial incorporators cannot be
changed by filing articles of amendment.
Q:
A:
Where do you file an assumed name certificate?
At the office of the Register of Deeds in any county where you do
business. N.C. Gen. Stat. § 66-68.
Incorporating Your Business in North Carolina
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
8
American LegalNet, Inc.
www.FormsWorkflow.com
9
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Q:
Do I need to file my company’s Articles of Incorporation with the
local Register of Deeds?
No. The only time local recording is required is when a corporation
A:
owns real property and the company’s name is changed due to an amendment
of the articles of incorporation or the company’s property is transferred by
merger with another company. In that case, a certificate reciting such name
change must be filed with the Register of Deeds of any county where the
property lies. The Secretary furnishes certificates for this purpose. N.C.
Gen. Stat. § 55D-26.
I’d like to get a “Certificate of Good Standing” regarding a particuQ:
lar corporation. Does the Secretary issue such certificates?
The Secretary issues “Certificates of Existence” pursuant to N.C.
A:
Gen. Stat. §§ 55-1-28, 55A-1-28, and 57C-1-28. The certificate gives information about the company’s name, about its incorporation, (or authorization
to conduct business in North Carolina if it is a foreign entity), about whether
the company’s articles or Certificate of Authority have been suspended, if its
annual report is current, and if articles of dissolution have been filed. The
Secretary will certify other facts of record as requested.
The Certificate of Existence may be relied upon as conclusive evidence that the company is in existence or is authorized to transact business in
North Carolina.
Q:
I need a Certificate of Existence in a hurry. May I have it right away
if I come to pick it up in person?
No. You may order it by mail, by phone, fax, email or in person.
A:
However, a certificate of any kind cannot be picked up immediately after
ordering. It presently takes approximately 3-4 days to process these
requests.We now offer an on-line service for requesting certificates and
copies of documents. Customers interested in this service should contact
Bonnie Elek (919-807-2196) for information on how to subscribe
Q:
A:
Where can I get a copy of the Corporation Laws of North Carolina?
For paper copies, contact Lexis Law Publishing Company, P.O. Box
7587, Charlottesville, Va. 22906. You may also phone Lexis Law Publishing
at (804) 295-6171 or toll-free at (800) 562-1197. Most public libraries in
North Carolina have copies of the North Carolina General Statutes available
for public research. You may also access the North Carolina General Statutes
through the Secretary of State’s home page www.sosnc.com and clicking on
“N.C. General Statutes.”
Important Note: The N.C. Department of the Secretary of State produces all
forms related to business incorporations free of charge. The department
reserves the right not to accept any form produced by any third party outside
this agency. If your forms do not meet the statutory requirements, we will not
Incorporating Your Business in North Carolina
American LegalNet, Inc.
www.FormsWorkflow.com
accept them. We strongly recommend that you use forms provided directly to
you by the N.C. Department of the Secretary of State.
Selecting a name for your business
Selecting the right name for your business is one of the most important
decisions you’ll make during the incorporation process. The Corporations
Division of the Department of the Secretary of State receives numerous
inquiries each day concerning the availability of business names. You should
understand that our division is solely responsible for clearing or rejecting
proposed names. We don’t have the legal authority or staff expertise necessary to provide advice to anyone regarding legal disputes over similar-sounding corporate names.
In order to protect your business name or to resolve any dispute over a
corporate name, we strongly urge you to hire your own attorney rather than
contact the Department of the Secretary of State. Disputes over corporate
names usually require a court to rule whether infringement or unfair competition has, in fact, occurred. There are some things, however, you can do at the
start of the incorporation process that will help you determine if there are any
direct conflicts between the corporate name you would like to use and any
corporate names currently in use. We recommend that you:
Check the phone books in your area
Check the Register of Deeds’ offices in your county and in
surrounding counties
Write or call the Trademark Section and the Corporations
Division of the Department of the Secretary of State to see
if anyone else is already using your chosen corporate name
in North Carolina
Hire an attorney or trademark search firm to conduct a
trademark search through the U.S. Patent and Trademark
Office
Check business directories, city directories, Chamber of
Commerce membership lists and any other local business
databases in your area
Conduct similar searches in any area of the state in which
you plan to conduct business
You are responsible for deciding which of these steps you should follow
to determine whether the name you’ve chosen for your corporation is available or not. We strongly recommend that you make sure you have received
Incorporating Your Business in North Carolina
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
10
American LegalNet, Inc.
www.FormsWorkflow.com
11
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
all of your final incorporation papers from the N.C. Department of the
Secretary of State before you spend any money on supplies such as checks,
stationery, signs or any other printed items.
Please keep in mind when naming your corporation that there are certain
words and phrases that you are prohibited by law from using in your corporate name unless you have received permission from the proper legal authority. Those words and phrases include:
Bank, Banker and Banking
Trust
Mutual
Cooperative, Co-op
The Department of the Secretary of State will also reject the following
words in corporate names unless the applicant can provide documentation
that proves his or her corporation is legally qualified to provide the service
indicated:
Insurance
Engineer, Engineering
Architect, Architecture, Architectural
Surveyor, Survey, Surveying
Wholesale (unless a letter is submitted with the Articles of
Incorporation stating that the corporation will comply with
N.C. Gen. Stat. § 75-29 by engaging principally in wholesale
rather than retail business.)
There are several other words which the Department of the Secretary of
State could reject in your corporate name without adequate documentation
that your business is legally qualified to provide the service implied in the
corporate name. If you have any questions about whether or not you should
provide documentation for your chosen name, call the Corporations Division
at (919) 807-2225.
Incorporating Your Business in North Carolina
American LegalNet, Inc.
www.FormsWorkflow.com
Registering Trademarks and Service Marks
A trademark is any word, name, symbol, graphic image or combination
of words and graphic images that your company has formally adopted and
uses to identify its products and distinguish them from the products of its
competitors. A service mark identifies your company’s services and distinguishes them from the services offered by your competitors. Registering a
trademark or service mark serves as public notice that you are claiming ownership of that distinguishing mark. It may protect your corporation from having a competitor adopt a conflicting mark. Registering trademarks and service marks is voluntary.
While the Department of the Secretary of State does not require you to
register any of the trademarks or service marks your corporation uses, we do
strongly recommend that you protect those marks by registering them. The
Trademarks Division can provide you with registration forms for your trademark or service mark. Trade names can qualify for registration as service
marks if they meet certain statutory requirements set by the State of North
Carolina. Call the Trademarks Division at (919) 807-2162 for more information on the registration process or for registration forms. You may fax
requests for information to (919) 807-2215 or send them via e-mail to
trademrks@sosnc.com.
Both trademarks and service marks must already be in use in North
Carolina before they can be registered here. Your company’s goods must
already be manufactured and distributed in this state or its services must be
rendered here before you can apply for trademark or service mark registration. Simply advertising that your company’s goods or services will be available in North Carolina in the future does not establish that they are currently
in use here. When filing for trademark or service mark registration, you
should also provide the Trademark Division with actual specimens of the
mark as it is used on your company’s products or to advertise your company’s services.
The Trademark Registration Act uses a classification system that divides
trademarks and service marks into classes based on the type of product or
nature of the service each company provides its customers. This classification system allows businesses in North Carolina to register similar names for
unrelated products and services and prevents duplicate registration of marks
that are so similar they could easily confuse consumers.
You can register trademarks and service marks at the federal level as well
as at the state level. While federal registration will protect your mark
throughout the entire United States, it is usually a time-consuming process.
Many corporations prefer to seek state mark registration in order to protect
their marks until they receive federal registration. State and federal mark registrations are totally unrelated and the agencies on both levels which handle
trademark and service mark registration do not cross-check other state or fedIncorporating Your Business in North Carolina
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
12
American LegalNet, Inc.
www.FormsWorkflow.com
13
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
eral records as part of the registration process. Requirements for state and
federal mark registration are not the same. Acquiring a federal mark registration does not mean that your mark will be accepted at the state level. You
must always meet the state requirements in order to obtain state trademark or
service mark registration.
For more information on federal trademark and service mark registration,
contact the Commissioner of Patents and Trademarks, Building Three,
Crystal Plaza, Arlington, VA 20231 or call (703) 557-4636. You can view the
commission’s Web page at www.uspto.gov.
Incorporating Your Business in North Carolina
American LegalNet, Inc.
www.FormsWorkflow.com
Offering Securities in North Carolina
Since you’re starting a business in North Carolina, you may have thought
about offering corporate stock, interests in a limited partnership or some
other security to help fund your start-up. Please understand that just because
you have incorporated through the Department of the Secretary of State, you
are not necessarily authorized to offer securities for sale to the general public. Security offers and sales in North Carolina are subject to the North
Carolina Securities Act. The Act is administered by the Securities Division of
the Department of the Secretary of State. Under the North Carolina Securities
Act, securities offerings must either be:
Registered with the Securities Division of the Department
of the Secretary of State
Exempt from registration
Some offerings by small businesses may fall into this category. You may still have to file for an exemption with the
Securities Division. For other exemptions, no filing is
required. Call the Securities Division at (919) 733-3924 for
more information.
Violation of the North Carolina Securities Act is considered a serious
matter by the Department of the Secretary of State. You could incur expensive civil liability and, in some cases, criminal prosecution by violating this
law. We encourage you to seek competent professional advice from your own
attorney before offering securities of any kind for sale to the general public.
Incorporating Your Business in North Carolina
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
14
American LegalNet, Inc.
www.FormsWorkflow.com
Directory of State Agencies
Department of the Secretary of State
P.O. Box 29622
Raleigh, NC 27626-0622
www.sosnc.com
Corporations Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . (919) 807-2225
toll-free (888) 246-7636
fax (919) 807-2039
Trademarks Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (919) 807-2162
fax (919) 807-2215
Securities Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (919) 733-3924
Department of Commerce
301 N. Wilmington St.
Education Building, Fourth Floor
Raleigh, NC 27020-0571
www.nccommerce.com
Main Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (919) 733-4151
Business & Industry Development Division . . . . . . . . . . . . (919) 733-4979
Business License Information Office……………………….(919) 715-2864
Small Business Administration . . . . . . . . . . . . . . . . . . . . . . (704) 334-6563
Small Business & Technology Development Center . . . . . . (919) 715-7272
Utilities Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (919) 733-4249
Department of Revenue
P.O. Box 25000
Raleigh, NC 27640-0640
www.dor.state.nc.us
Corporate, Excise & Insurance Tax Division . . . . . . . . . . . (919) 733-8510
Sales & Usage Tax Division . . . . . . . . . . . . . . . . . . . . . . . . (919) 733-2151
Internal Revenue Service
Federal Employer ID Numbers & other information . . . . . (800) 829-3676
15
Incorporating Your Business in North Carolina
American LegalNet, Inc.
www.FormsWorkflow.com
North Carolina Licensing Boards
Alarm Systems Licensing Board . . . . . . . . . . . . . . . . . . . .
Board of Architecture . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Auctioneer Licensing Board . . . . . . . . . . . . . . . . . . . . . . . .
Board of Barber Examiners . . . . . . . . . . . . . . . . . . . . . . . .
Board of Certified Public Accountants Examiners . . . . . . .
Board of Chiropractic Examiners . . . . . . . . . . . . . . . . . . . .
Board of Cosmetic Art Examiners . . . . . . . . . . . . . . . . . . .
Board of Registered Counselors . . . . . . . . . . . . . . . . . . . . .
Board of Dental Examiners . . . . . . . . . . . . . . . . . . . . . . . .
Board of Examiners of Electrical Contractors . . . . . . . . . .
NC Board of Electrolysis Examiners . . . . . . . . . . . . . . . . .
Board of Examiners for
Professional Engineers and Land Surveyors . . . . . . . . .
Board of Registration for Foresters . . . . . . . . . . . . . . . . . .
Hearing Aid Dealers and Fitters Board . . . . . . . . . . . . . . . .
State Board for General Contractors . . . . . . . . . . . . . . . . . .
NC Board for Licensing of Geologists . . . . . . . . . . . . . . . .
Board of Landscape Architects . . . . . . . . . . . . . . . . . . . . . .
Landscape Contractors Registration Board . . . . . . . . . . . . .
Board of Law Examiners . . . . . . . . . . . . . . . . . . . . . . . . . .
Public Librarian Certification Commission . . . . . . . . . . . .
Medical Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Midwifery Joint Committee . . . . . . . . . . . . . . . . . . . . . . . .
Board of Nursing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Board of Nursing Home Administrators . . . . . . . . . . . . . . .
NC Board of Occupational Therapy . . . . . . . . . . . . . . . . . .
Board of Opticians . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Board of Optometry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Board of Pharmacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NC Board of Physical Therapy Examiners . . . . . . . . . . . . .
State Board of Plumbing, Heating
and Fire Sprinkler Contractors . . . . . . . . . . . . . . . . . . .
Board of Podiatry Examiners . . . . . . . . . . . . . . . . . . . . . . .
Private Protective Services . . . . . . . . . . . . . . . . . . . . . . . . .
NC Psychology Board . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real Estate Commission . . . . . . . . . . . . . . . . . . . . . . . . . .
State Board of Refrigeration Examiners . . . . . . . . . . . . . . .
Board of Sanitarian Examiners . . . . . . . . . . . . . . . . . . . . . .
Certification Board for Social Work . . . . . . . . . . . . . . . . . .
Board of Examiners for
Speech and Language Pathologists and Audiologists . .
Veterinary Medical Board . . . . . . . . . . . . . . . . . . . . . . . . .
(919) 662-4387
(919) 733-9544
(919) 981-5066
(919) 715-1159
(919) 733-4222
(704) 782-0111
(919) 733-4117
(919) 787-1980
(919) 781-4901
(919) 733-9042
(336) 789-1538
(919) 881-2293
(919) 772-5883
(919) 715-8750
(919) 571-4183
(919) 850-9669
(919) 850-9088
(919) 266-8070
(919) 828-4886
(919) 733-2570
(919) 326-1100
(919) 782-3211
(919) 782-3211
(919) 571-4164
(919) 832-1380
(919) 733-9321
(910) 285-3160
(919) 942-4454
(919) 490-6393
(919) 875-3612
(919) 468-8055
(919) 662-4387
(704) 262-2258
(919) 875-3700
(919) 755-5022
(704) 212-2006
(336) 625-1679
(336) 272-1828
(919) 733-7689
Incorporating Your Business in North Carolina
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
16
American LegalNet, Inc.
www.FormsWorkflow.com
17
.
.
.
.
.
.
.
.
.
.
. Corporations Division Fee Schedule
.
.
. Domestic and Foreign Business Corporations
.
. Articles of Incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $125
.
. Articles of Incorporation including Articles of Conversion . . . . . . . . . $125
. Articles of Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $50
.
. Application to Reserve a Corporate Name . . . . . . . . . . . . . . . . . . . . . $30
.
.
. Notice of Transfer of Reserved Corporate Name . . . . . . . . . . . . . . . . . $10
.
. Application to Register a Corporate Name
. by a Foreign Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10
.
. Statement of Change of Address of Registered Office
.
. domestic and foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5
.
. Statement of Change of Address of Registered Office
. by Registered Agent domestic and foreign . . . . . . . . . . . . . . . . . . $5
.
.
. Statement of Resignation of Registered Agent
. domestic and foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . no fee
.
. Articles of Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $50
.
. Restated Articles of Incorporation . . . . . . . . . . . . . . . . . . . . . . $10 or $50
.
. Articles of Merger or Share Exchange domestic and foreign . . . . . . . $50
.
.
. Articles of Dissolution Prior to Issuance of Shares . . . . . . . . . . . . . . . $30
.
. Articles of Dissolution by the Board of Directors and Shareholders . . $30
.
. Articles of Revocation of Dissolution Prior to Issuance of Shares . . . . $10
.
. Articles of Revocation of Dissolution
. by Board of Directors and Shareholders . . . . . . . . . . . . . . . . . . . . $10
.
.
. Application for Certificate of Authority foreign only . . . . . . . . . . . . . $250
.
. Application for Amended Certificate of Authority foreign only . . . . . $75
.
. Application for Certificate of Withdrawal foreign only . . . . . . . . . . . $25
.
. Articles of Correction domestic and foreign . . . . . . . . . . . . . . . . . . . . $10
.
. Annual Report (effective January 1, 1998) . . . . . . . . . . . . . . . . . . . . . $20
.
. Application for Reinstatement
.
. following Administrative Dissolution . . . . . . . . . . . . . . . . . . . . . . $100
.
. Designation of Registered Office and/or Agent
. domestic and foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5
.
. Certificate of Existence (domestic)
.
. or Certificate of Authorization foreign . . . . . . . . . . . . . . . . . . . . .....$15
.
. Advisory Review of a Document . . . . . . . . . . . . . . . . . . . . . . . . . . . . $200
.
. Articles of Amendment (Conversion of Business Corporation
.
. to Professional Corporation) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $50
.
. Articles of Amendment (Conversion to Nonprofit Corporation) . . . . . $50
.
. Application for Certificate of Withdrawal by Reason of Merger . . . . . $10
. Statement of Change of Mailing Address of Surviving Entity . . . . . . . $10
.
.
. Resolution of Foreign Corporation Adopting a Fictitious Name . . . . no fee
.
.
. Incorporating Your Business in North Carolina
.
.
.
American LegalNet, Inc.
www.FormsWorkflow.com
domestic - a domestic or North Carolina corporation
foreign - a foreign or out of state corporation.
Appendix: Incorporation Forms
Application to Reserve a Corporate Name
Articles of Incorporation
Articles of Incorporation including Articles of Conversion
Statement of Change of Registered Office and/or Registered Agent
Application for Certificate of Authority
Articles of Amendment
[Current copies of these forms are available from the Corporations
Division’s section of the North Carolina Department of the Secretary of State
Web site, located at www.sosnc.com.]
Incorporating Your Business in North Carolina
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
18
American LegalNet, Inc.
www.FormsWorkflow.com
