Naming your North Carolina corporation requires more than just choosing a catchy moniker. There are practical and legal considerations to take into account. You want to select a name that is unique and not shared by any other business. This will ensure you stand out from the crowd.
A unique business name, or corporate name, is a legal requirement. The state demands that your name be distinguishable from any other registered or reserved business entity in North Carolina. You can check your desired name’s availability using the North Carolina Secretary of State’s business entity search.
There are a few other legal requirements when naming your North Carolina corporation:
Once you have the perfect name chosen and have ensured it meets the above requirements, you have the option of reserving it. Complete the Application to Reserve a Business Entity Name and pay the $30 filing fee. The name will be reserved for a nonrenewable period of 120 days.
This allows you plenty of time to take care of the other steps needed to file your Articles of Incorporation, without worrying that someone will take the name you want.
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Additionally, if you want to do business under a name other than the official name, you can request an assumed business name. This is also referred to as a “doing business as” (DBA) name. Once registered, you can use your DBA name for official business purposes — for example, customers can make payments to the DBA name.
Simply fill out the Assumed Business Name Certificate and submit it to your county Register of Deeds office with the filing fee ($26).
You may consider trademarking your corporate name, or at least checking to make sure your name isn’t already trademarked. Check availability via the North Carolina trademark database. To apply, you must send a completed trademark application form to the Trademark Section of the Secretary of State, pay the $75 filing fee, and submit three original examples of the trademark being used for advertising or selling your product or service.
To trademark your corporation name federally, you must check its availability with the United States Patent and Trademark Office (USPTO) and apply through the Trademark Electronic Application System (TEAS). This will give you exclusive rights to use that combination of words connected with your goods or services throughout the country.
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The next step in forming your North Carolina corporation is to name your directors. These are the people who will oversee the corporation’s day-to-day management. Directors are legally obligated to work in a way that prioritizes the interests of the corporation and its shareholders. They may additionally be owners of the corporation — but this isn’t required.
North Carolina law demands any corporation have at least one director. Directors must be natural persons (not business entities) who are at least 18 years of age. The directors should be designated at an organizational meeting before filing your Articles of Incorporation.
Every corporation in North Carolina must have a registered agent, a person to whom the state can direct all business correspondence. The registered agent will also receive official mail, like legal notices, so theymust share the same business office address as the corporation’s registered office.
The registered agent may be a North Carolina resident or a corporation or limited liability company (with a business office that is the same as the corporation’s registered office). A person must be on hand at this registered office during regular business hours. You cannot use a P.O. box.
You are technically permitted to use the corporation’s office address as your registered agent office. However, this is not advisable. For example, imagine you have a lawsuit delivered to your business location, and clients witness the moment — this won’t reflect well on your business.
Protect your professional reputation by using a registered agent service. We can connect you with registered agent services in North Carolina, starting at a low annual price.
The Articles of Incorporation are the official documents you must file with the North Carolina Secretary of State to formally establish your corporate entity. In some states, this paperwork is referred to as the Certificate of Incorporation. The North Carolina Business Corporation Act requires that corporations file this paperwork before conducting any business.
To establish a North Carolina business corporation (not a nonprofit), complete form B-01. You will have to provide the following information:
The document must be filed with the North Carolina Secretary of State (the relevant address is on the form) and accompanied by a $125 filing fee.
If you’re ready to launch and don’t want to wait weeks for your paperwork to get processed, we can help. You can form your corporation in North Carolina in as little as one day with our rush filing services. With our rush filing service, we prioritize your formation paperwork so you can get it filed with the North Carolina Secretary of State within 1-3 business days for just $100 + state fees.
To establish a North Carolina nonprofit corporation, complete form N-01. You will have to provide the following information:
The document must be filed with the Secretary of State and accompanied by a $60 filing fee.
You can submit your paperwork to incorporate your business or nonprofit online. You must register an account with your business name, personal name and address, and contact email and phone number. You can use this account for other important paperwork, like filing your corporation’s annual report.
Bylaws detail how your North Carolina corporation will be managed and its legal operating principles. You aren’t obligated to file them with your Articles of Incorporation; however, North Carolina requires that every corporation has a copy.
This documentation is essential because it clarifies how the business is run, streamlining daily operations and preventing conflicts.
It’s advisable to draft your bylaws in an initial organizational meeting when you designate your board of directors. The board is responsible for adopting, amending, and repealing bylaws unless otherwise specified.
Here are some common points addressed in bylaws:
Corporate bylaws can serve as a point of reference in legal issues, such as shareholder disputes, so it’s important that the document is comprehensive and its language clearly formulated.
While you can download ready-made bylaws templates online through ZenBusiness, you may want professional assistance when formulating this document.
The next step to ensuring your corporation is operating efficiently is to draft a shareholder agreement. This details the rights and duties of all shareholders. Details commonly included in shareholder agreements are:
Just as with corporate bylaws, a shareholder agreement can serve as a point of reference in informal disputes and formal legal battles.
While it’s possible to find shareholder agreement templates online, it’s best to consult a professional to help you draft a shareholder agreement that reflects your corporation’s unique needs.
A corporation is required to issue stock. When you filed your Articles of Incorporation, you were asked to detail the number of authorized stock shares. You should never issue more than the number specified in this document. You can only issue each share once. Once issued, the share can be traded and sold.
The corporation must keep track of all issued stocks.
Your corporation’s starting capital — the funds needed to get it off the ground — will help determine the value of your shares. Simply divide the required capital by the number of authorized stock shares.
When starting a business, shareholders may be given shares in exchange for their assistance in getting operations off the ground (instead of monetary capital).
The corporation’s annual report should track all issued shares.
A corporation can opt to issue stock publicly or privately. Privately issued shares usually go to people directly related to the company’s operations, like the founders, backing investors, or early-stage employees. Once a corporation goes public, stock can be bought by the general public.
If you are going to offer corporate stock through your business, you must register with the Securities Division of the Department of the Secretary of State. You must file quarterly reports on how many shares are issued and to whom with the U.S. Securities and Exchange Commission (SEC).
You may have to apply for additional business licenses or permits. For example, if you run a day care, you need a child day care license. North Carolina doesn’t have a single blanket business license you need to operate in the state. That said, there are over 700 industry-specific licenses and permits possible.
Business Link North Carolina (BLNC) has partnered with the state’s Department of Commerce to provide a directory of licenses and permits. However, this isn’t all-inclusive.
You should additionally check with your area city or county regarding local licensing requirements, such as zoning or signage.
Your corporation needs an Employer Identification Number (EIN). This is a unique identifier used on important financial paperwork, like tax returns. The IRS will issue your North Carolina EIN at no cost.
An EIN, also known as a Federal Tax Identification Number, isn’t required while forming your North Carolina corporation, but it’s required to open a business bank account or if you hire employees. Every business entity in the state can apply for an EIN.
Other tax requirements and considerations:
State law requires all North Carolina corporations to submit an annual report. This must be filed with the Business Registration Division of the North Carolina Secretary of State before the 15th day of the fourth month following the corporation’s fiscal year-end. You can file electronically or via postal mail. The fee is $20 for an online filing and $25 for paper.
When you file the Articles of Incorporation, you must pay a filing fee of $125. You can file via mail or online (the filing fee remains the same). For a nonprofit corporation, the filing fee is only $60. You can opt for a 24-hour turnaround for an extra $100 or same-day filing for an additional $200.
You may also choose to reserve the business name for $30. If you choose to obtain a DBA name, you will need to pay a $26 filing fee. If you choose to reserve a domain name, you will also have to pay for this (the price will vary depending on the provider and domain).
In addition to the cost to form a corporation in North Carolina, there are ongoing maintenance expenses. The annual report requires a filing fee of $20 for an online filing and $25 for paper. You may also have to pay to keep business licenses and permits current.
For a low annual fee, ZenBusiness can help you establish your corporation, assisting with everything from web domain registration to providing registered agent services..
Forming a corporation establishes your company as an official, legally recognized business entity — independent from you or any other incorporators, directors, or shareholders. This protects you legally and financially by differentiating your assets from those of your business.
For example, if the company is sued, your personal finances should not be affected. Your corporation can also issue stocks and will be recognized internationally.
There are additional benefits of a corporation in North Carolina, including:
If you register a C or S corporation in North Carolina, you benefit from a tax credit program. This offers eligible businesses credits on the required corporate or franchise taxes and bonuses like tax exemptions on business properties.
The state has specified certain census areas, such as low-income tracts, as opportunity zones. Establishing a business here can allow for temporary tax deferral on capital gains that you reinvest into a so-called “opportunity fund.”
North Carolina offers a skilled, educated workforce. The state is home to top-tier universities (UNC, NCSU, Duke) and a 58-campus community college system. Your corporation can tap into this skilled pipeline of workers.
All that said, a corporation is a complex business structure that poses potential disadvantages. You could face double taxation. Failing to meet reporting requirements, such as those of the SEC, can result in criminal penalties and fines.
While a corporation offers benefits, do your research and consult professionals (such as tax experts) to ensure you are operating in line with the law.
There are different North Carolina corporations: a C corporation, S corporation, or nonprofit corporation.
A C corporation is taxed separately from any shareholders. Shareholders must also declare any earnings they receive from the business and pay taxes on these.
An S corporation splits its earnings among shareholders. These earnings are taxed, but the business entity itself is not.
A nonprofit corporation can apply to be tax-exempt as an entity (although employees will still be taxed on their wages). However, this type of corporation is more complex in terms of the paperwork required and regulations.
Your corporation must file both state and federal taxes (with the IRS). If your corporation has employees, there are also payroll taxes. Depending on the nature of your business, you may have to pay sales tax.
Ready to create your corporation? We can help you form your North Carolina business entity in minutes with our corporation filing service. We also offer a variety of resources and guidance to help your company run and grow.
We also offer a variety of other services, including expedited filing fees and worry-free compliance once your corporation is up and running.
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The reporting requirements for corporations are more stringent and complicated than those of other business models, like a limited liability company (LLC). With an LLC, you don’t need to draft your North Carolina corporation bylaws or a shareholder agreement, for example.
A limited liability company is an officially recognized business entity that helps differentiate its members (owners) from the business, thus offering personal asset protection. An LLC is not allowed to issue shares, however.
You can file to change a business name with the North Carolina Secretary of State.
You need to have at least one person on the board of directors.
Yes, you can file the Articles of Incorporation online.
You will have to file the Articles of Dissolution by Board of Directors and Shareholders (form B-06) and pay a filing fee of $30. Note that there is a separate form for dissolution if you are dissolving your corporation prior to issuing shares.
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