North Carolina Nonprofit Articles of Incorporation

Nonprofit articles of incorporation is the document filed to create a North Carolina nonprofit corporation.

Preparing and filing your articles of incorporation is the first step in starting your nonprofit corporation. Approval of this document secures your corporate name and creates the legal entity of the nonprofit. Only after this approval can you apply for 501c, apply for fundraising licenses, open a bank account, and otherwise conduct business.

Benefits

Incorporating provides many important benefits:

  • Limits the liability of directors, officers, and shareholders
  • Fulfills statutory requirements to register your organization's name
  • Is a prerequisite for applying for 501(c) tax exemption
  • Provides governance and adds credibility to the business or organization

Fast Facts

Agency:North Carolina Secretary of State - Business Registration Division
Form:

N-01: Articles of Incorporation for Nonprofit

Instructions:

Instructions for Completing Articles of Incorporation Nonprofit Corporation

Filing Method:

Mail, in-person, or online.

Agency Fee:

$60 + 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:

North Carolina Nonprofit Corporation Act

Notes:
  • If the corporation is a charitable or religious corporation, NC statute requires a statement to that effect (N.C.G.S. § 55A-2-02). Typically any organization that will apply for 501(c)(3) should include this statement.
  • Explicitly declare whether or not the corporation will have members (N.C.G.S. § 55A-2-02). A member votes to elect directors.
  • You may include an optional provision limiting or eliminating the personal liability of any director for monetary damages arising out of an action whether by or in the right of the corporation or otherwise for breach of any duty as a director.
  • Filing of the articles of incorporation by the NC Secretary of State is proof that the nonprofit has fulfilled the minimum statutory requirements to incorporate. They will stamp the articles with the date the corporation is created. The signed original will be retained by the state and a copy will be returned to the incorporator.
  • Articles of Incorporation are not required to be filed with the NC Register of Deeds.

Other Helpful North Carolina Facts

As you are preparing to incorporate, keep in mind the following requirements specific to North Carolina, keep in mind:


North Carolina Directors

  • Number: minimum 1
  • Qualifications: Natural person. No residency requirement. No membership requirement.
  • Term: 1 year
  • Quorum: majority
  • Committee: minimum 2 members

North Carolina Officers

  • Defined in bylaws or board resolution.
  • Two or more offices may be held by the same individual. This person may sign instruments in only one capacity when the signatures of two officers are required.

North Carolina Members

  • Members: optional
  • Regular meeting: required annually
  • Quorum: 1/10th votes

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Revised June 24, 2021. Complete data last reviewed June 24, 2021.
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