If you’ve created a new corporation or limited liability company (LLC) in the state of North Carolina in the past year, then congratulations! You’re on the way to achieving your dreams. However, it’s important to keep in mind that you’ll need to file an annual report with the North Carolina Secretary of State by the due date prescribed by law. You’ll also need to file this report if your business was created in another state or country but has conducted any type of business in North Carolina in the past year.
Failure to furnish this report in a timely fashion can result in the revocation of the corporate charter for your business, so it isn’t something that you can put off until it’s convenient. Of course, coming up with the necessary numbers and figures that must go in the report may seem like a daunting prospect. But we are here to help. We’ve broken down everything you’ll need to know in order to accomplish this necessary task with a minimum of red tape and effort.
An annual report is simply a report filed with the state that contains the basic information about your business entity, such as how many full and part-time employees it has and the name and address of the business. This report must be filed so the state can maintain current records with your company’s vital information, and thus keep the liability protections that both LLCs and corporations have in the state.
You’ll file your annual report with the North Carolina Secretary of State. This document is separate from the documents that you had to furnish in order to initially register your business with the state. You can file your annual report either by mail or online.
An electronic signature by a manager, member, officer, or director will suffice when an annual report is filed. A paper signature is no longer necessary. If your business needs to file a paper report, you may be able to download a paper reporting form with pre-populated information already printed on it.
Once the necessary data is gathered, the actual reporting process to the state is fairly simple. All reports must be filed with the North Carolina Secretary of State. If the name of your registered agent is changing, then you’ll need to file a paper report, because the state will require a new original signature from your new agent on paper.
You can go to the Secretary of State webpage for more info about filing a paper report.
You can also bring it into the office. Businesses that choose to file an annual report online can go to the Secretary of State’s e-file webpage to do this. All of the information needed for the report can be directly entered into the system without the need for completion or printing of a paper report.
It should be noted that all filed annual reports are completely open to the public. Anyone can log on to the Secretary of State website and obtain a copy of your business’s report at any time they choose. For this reason, be sure not to include any type of confidential proprietary information vital to your company in this report.
The due dates for annual reports vary according to the type of business entity submitting the report. The following breakdown gives the filing deadlines for the various types of businesses in North Carolina:
If your business fails to file its report by the appropriate deadline, then the state of North Carolina will issue a “Grounds for” (dissolution) notice saying that you have 60 days to file the report before your business is dissolved. The state doesn’t assess any type of late fee for delinquent reports, but dissolution of your company could make you personally liable for any debts or other financial obligations incurred by the company. However, you have 5 years to file all past due reports in order to reinstate your business.
The cost of filing your annual report will depend upon the type of business that you own. C corporations have the cheapest filing fees, while those for an LLC annual filing are much higher.
If you file online, you can use an ACH debit or a credit card to pay the fee.
If you want to file by mail, enclose a check or money order and send the annual report and payment to the Department of the Secretary of State.
Every annual report filed with the state of North Carolina must contain the same information. The following is a list of what to include in your business’s annual report:
Once you file your annual report, the state of North Carolina will review it and then add it to its database for public access. The reports are updated annually as each one is received. As mentioned, failure to file an annual report will eventually result in the dissolution of your business. You’ll be given a 60-day extension, then the “Grounds for” order that was sent out is enforced.
You may run into some kind of problem while you are filing a report, such as what information you need to draw from in order to report or compute certain figures. If that happens, don’t hesitate to reach out to the North Carolina Secretary of State for assistance. Someone there can most likely answer any question you have.
Refer to the section above that lists out the costs that come with filing an annual report for the state. It is slightly cheaper to file online than it is to file a physical paper report. It also costs much less for C corporations to file than it does for most other types of business entities.
As mentioned previously, if you don’t file your report by 60 days after the due date, then the state of North Carolina will issue you a “Grounds for” (dissolution) notice. If you don’t respond to this notice, then the state will summarily dissolve your business by revoking your corporate charter. This effectively requires you to pay for any and all current business obligations with your own personal assets.
The consequences are the same as for filing late. If you don’t file your report by 60 days after the due date, then the state of North Carolina will issue you a “Grounds for” (dissolution) notice. If you don’t respond to this notice, then the state will summarily dissolve your business structure. You can still conduct business, but you won’t have any of the liability protection or tax structure of your LLC or corporation.
Yes. The purpose of filing the report is to ensure that the state of North Carolina has the most current information about your LLC or corporation. This way, any interested party, such as an investor or creditor, can find out where you are and contact you if necessary.
No. If your company has not transacted any business and been closed since you filed your last report, then you are not required to file another one. If you reopen your business at some point, then you’ll once again be required to file.
A digital signature is acceptable unless you are changing your registered agent. In that case, you’ll have to file a paper report that has the new registered agent’s original signature on paper.
Any C corporation or LLC is required to file an annual report. Professional and nonprofit LLCs are not required to file this form.
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