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North Carolina consistently has top rankings as a good state for business. Because the state has a business-favorable regulatory environment, low business costs, and abundant labor supply, many entrepreneurs start limited liability companies (LLCs) in North Carolina.
To form your new business, you’ll need to file Articles of Organization for an LLC with the North Carolina Secretary of State. We’ve done the research and compiled these steps for you to follow when preparing your State of North Carolina Articles of Organization. When you’re ready to file, let us complete the process for you with our North Carolina LLC Formation Services.
North Carolina’s Secretary of State has an Articles of Organization form (L-01) that you can download and complete. Or, you can draft your own Articles, so long as you meet the following minimum legal requirements.
First, you’ll list your business name. Before the Secretary of State accepts your formation documents, your name must meet some requirements. An LLC’s name should include a word or abbreviation identifying the underlying business structure. In North Carolina, business owners can name their company using:
Also, your business name must be distinguishable from other businesses registered in North Carolina. As the business owner, it’s your responsibility to check that the name you’ve chosen is unique. Check online or in business directories, city directories, or chamber of commerce lists locally and at the state level. You can even use our Business Name Checker to ensure you’ve completed a thorough search.
North Carolina doesn’t require new businesses to reserve their name before creation. But if you’re not ready to file quite yet, you can apply to reserve your chosen name for 120 days. If you file an Application to Reserve a Business Entity Name, include a copy of the filed document with your Articles of Organization.
Next, you’ll list the name and address of each person executing the Articles of Organization. Check the box to indicate whether the person is a member, organizer, or both.
North Carolina requires all businesses to have a Registered Agent (RA) on file with the Secretary of State. When the state needs to send your LLC service of process or other legal documents, they’ll submit them to your RA. Your RA can be any individual or company with a mailing address in North Carolina, including yourself. If you don’t have a RA, let us find you one with our Registered Agent Service.
In your LLC Articles of Organization for NC, include the name and address of your RA, the registered office address, and their mailing address, if different from the office address.
If your LLC has a principal office, check the appropriate box and enter its telephone number and the complete street address. If your RA resigns, the Secretary of State will forward notices to your principal office address. Your LLC can receive mail at a location other than the principal office if you include the complete mailing address. If you don’t have a principal office at the time of filing, check the corresponding box and move to the next step.
The NC LLC Articles of Organization allow you to include any other statements you’d like to have published with your formation document. The North Carolina Secretary of State doesn’t file Operating Agreements, so attach any information you want the public to access relating to your business governance. A typical attachment might detail the company’s purpose or limit a specific member’s authority to make company decisions.
If your LLC provides professional services that require a license, such as nursing or legal services, you can form a professional LLC (PLLC). Forming a PLLC requires the business owners to include a statement from the state licensing authority that confirms the member’s authority to provide the professional service.
When you submit your business registration in North Carolina, federal banking regulations might require you to file a list of company officers. If this applies to you, be sure to include each officer’s name, title, and business address. Consider who would be an officer if you had formed a corporation.
Next, the North Carolina Secretary of State sends businesses free email reminders. If you want to participate in the electronic notification system, provide your email address in your Articles of Organization. The Secretary of State will keep your email address private and use it to combat fraud in electronically submitted documents.
The state will recognize your new legal entity after the Secretary of State files your Articles of Organization and processes your filing fee. However, you may want to delay the effective date of your formation for organizational or tax purposes. You may name a date up to 90 days in the future.
Before your Articles of Organization are effective, every member or organizer listed in Step 3 above must sign and date them. If any of your members are established organizations, have the authorized representative write the organization’s name and sign.
You have a few choices on where to file your State of North Carolina Articles of Organization. You can choose to file with the Secretary of State by mail or in person at the office in Raleigh. However, the most efficient method is to file your Articles of Organization online through SOSNC’s Online Business Services.
You can expect the office to process filings within five to seven business days. You can receive 24-hour or same-day expedited service if you pay an additional fee.
No matter which filing method you choose, remember that your Articles won’t be accepted unless you pay the filing fee. You can find the current filing fees on the Secretary of State’s website.
Once you’ve registered your LLC, there are a few more steps to complete before you can legally conduct business.
When you start your LLC, you may wonder what rules the business needs to follow when making distributions and setting the members’ rights and responsibilities. How will new members join? Who can sign legal documents on behalf of the company? What initial contributions will each member make? The LLC Operating Agreement sets rules for the members’ relationship to the LLC and their rights and responsibilities. If you don’t write or discuss an Operating Agreement, your LLC will have to resolve disputes under the defaults rules of the North Carolina Limited Liability Company Act.
Next, every new business needs to register with the IRS to obtain an Employer Identification Number (EIN). Your EIN identifies your business when filing taxes, your state annual report, and employee wage withholdings. You’ll also need your EIN to apply for a business bank account and business license. Finally, don’t forget to register with the North Carolina Department of Revenue for state tax purposes, such as the sales and use tax.
At ZenBusiness, we know that starting a new business can sometimes feel overwhelming. Fortunately, our team of business experts has developed the guidance and tools you need to keep your business legally compliant. Try our Worry-Free Compliance Service, and we’ll help keep you organized and send reminders for filing deadlines. To help you manage things on the go, use ZB Money. We’ll help you keep track of expenses, send invoices, and collect payments all in one place.
Disclaimer: The content on this page is for informational purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
If you need to change a provision in your Articles of Organization, you’ll file Articles of Amendment with the Secretary of State. You’ll need your LLC’s registered name and the provision number you’re changing from your Articles of Organization. You will also have to pay a filing fee for an Amendment. We offer a North Carolina LLC Amendment Filing Service to complete the process for you.
To close your business in North Carolina, you’ll file Articles of Dissolution with the Secretary of State online, by mail, or in person. Once you file, you can wind up the affairs of the LLC, such as paying off debts and closing accounts.
If your goals include obtaining outside financing or selling your business once it’s successful, consider starting a corporation in North Carolina. A corporation provides liability for its owners, but there are formalities you must follow to properly incorporate your company. At the minimum, you’ll file Articles of Incorporation with the Secretary of State.
North Carolina doesn’t require LLCs to execute an Operating Agreement. However, if you don’t make one, you’ll be forced to follow the default state rules when making operational decisions.
While it’s not required to have attorney representation when you start a new business, it’s advisable to consult an attorney or accountant if you have questions. Only a licensed professional can give you personalized advice for your situation.