How to Incorporate in North Carolina
If you’re looking to incorporate in North Carolina, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.
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Choose a Corporate Structure
Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in North Carolina".
Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in North Carolina".
C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).
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Check Name Availability
The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: North Carolina Secretary of State - Business Registration Division Name Reservation: Optional Suffix Requirements: The name of a corporation must contain the word "corporation", "incorporated", "company", or "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.".
NC General Statutes § 55D-20(a) -
Appoint a Registered Agent
Before you officially file to create your North Carolina LLC, you will need to decide who your North Carolina registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.
State law requires every LLC to have a registered agent. The registered agent is designated when you file North Carolina articles of organization with the North Carolina Secretary of State - Business Registration Division.
Our reliable registered agent service fulfills this requirement. You get:
- Same-day documents from our local office in Raleigh
- Immediate online access to state forms with our address and, where required, our signature
- Annual fees from $89 to $99 per state with no additional charges
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File North Carolina Articles of Incorporation
File the articles of incorporation to create your corporation.
Agency: North Carolina Secretary of State - Business Registration Division Form: Filing Method: Mail, in-person, or online.
Agency Fee: $125 + optional $100-200 expedite fee
Turnaround: ~5-7 business days. 24 hours for $100 expedite fee. Same day for $200 expedite fee (submit by noon).
Law: Original Ink: Not required Notarize: Not required -
Establish Bylaws & Corporate Records
Your corporation must keep correct and complete books and records.
Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).
Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:
- Meeting minutes
- Shareholder resolutions
- EIN verification letter
- Amendments and other filings made to the corporation over its lifetime
Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.
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Appoint Initial Directors
The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.
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Hold Organizational Meeting
Hold the organizational meeting of the incorporators or initial directors, which may be held within or outside of North Carolina. Keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Directors Officers - Number: One or more required.
- Qualifications: None.
- Quorum: Majority of directors, unless articles of incorporation or bylaws fixes a different number. No less than one third.
- As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
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Issue Stock Certificates
The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Shareholders Annual Shareholder Meeting - Qualifications: N/A
- Stock Certificate: Not required.
- Voting Trusts Allowed:
- Required: Yes.
- Action by written consent: Allowed if by all shareholders entitled to vote on the action. Artiticles of incorporation may provide if enough shareholders consent to equal the number required to take action by vote.
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Get a Federal Employer Identification Number (EIN)
Your corporation must obtain an EIN regardless of whether it will hire employees.
Submit to: Internal Revenue Service
http://www.irs.gov/Form: IRS Form SS-4 Guidance: IRS Pub 1635: Understanding Your EIN Filing Method: Mail, phone, fax, or apply online with the IRS Fee: $0 Turnaround: Immediately online Notes: The IRS website is only available during certain hours. Print your EIN before closing your session. -
Get North Carolina State Tax Identification Numbers/Accounts
The NC Secretary of State automatically notifies the NC Department of Revenue of your formation. The Department of Revenue send you a six-part questionnaire (Form CD-345) to be used for determination of tax status in regards to corporate and franchise taxes.
For other state taxes, North Carolina offers a consolidated state tax registration application:
Agency: North Carolina Department of Revenue Form: Form NC-BR: Business Registration Application for Income Tax Withholding, Sales and Use Tax, and Machinery and Equipment Tax Filing Method: Mail or online Agency Fee: $0 Notes: Additional registrations might be required for other NC business tax types.
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Consider Electing S-Corp Taxation
By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
- S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
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Obtain Business Licenses & Permits
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
North Carolina Business License
Not required
General Business License licensure is not required on the State level in North Carolina.
North Carolina does not have a general business license at the state level, but local licenses are often required.
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Ongoing Filings to Maintain Your Corporation
You must file federal and state tax returns.
Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for corporations formed in North Carolina, view the table below.
North Carolina Corporation Annual Report Requirements:
Agency: North Carolina Secretary of State - Business Registration Division Form: Find your company record to print your form. If you choose to download a pre-populated annual report and file the paper copy, you will submit the report and the fee directly to the Department of Revenue, along with the business corporation’s tax return.
Filing Method: Mail or online.
Agency Fee: $22.50 online or $25 by mail.
Due: Annuallly by the 15th day of the 4th month following the fiscal year end. The first report is due in the calendar year following initial registration.
Law: North Carolina General Statutes § 55-16-22.
Penalties: No late fee. Your business will receive a notice of pending dissolution or revocation, then you have 60 days to file.
Notes: - An officer, director, member, manager, or partner may file.
- Original signatures are not required.
- Professional corporations are not required to file an annual report.
For more details, see our North Carolina annual report information center page.
You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your North Carolina corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.
Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.
