Form a North Carolina LLC
LegalZoom is your best resource to start your limited liability company online today. We provide a user-friendly service with hefty customer support to help you create an LLC in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your North Carolina LLC with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the North Carolina Secretary of State. We also conduct a name search for your North Carolina LLC, to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your North Carolina LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a Limited Liability Company Name: Choosing a business name is one of the first steps in the process of forming your North Carolina Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "limited liability company", or must contain the abbreviation "L.L.C." or the abbreviation "LLC", either of which abbreviation may be used interchangeably
May not contain a word or phrase that indicates or implies that it may not be organized or that it is organized for a purpose other than a legal business purpose for which a LLC may be organized under this chapter
May not contain the word "corporation", "incorporated", "limited partnership", "limited liability partnership", "limited liability limited partnership", or any abbreviation of these words
Must be distinguishable from the name of any North Carolina Limited Liability Company or other name, whether foreign and authorized to do business in this state or domestic, of a corporation, a limited partnership, a limited liability partnership; or a limited liability limited partnership
Must be distinguishable from any name reserved or registered or a trade name registered in this state
A LLC may apply to the secretary of state for authorization to use a name that is not distinguishable if the applicant files with the Secretary of State.
The written consent of the holder of the rights to the name to which the proposed name has been determined to be deceptively similar
A certified copy of a judgment of a court in this state establishing the prior right of the applicant to the use of the name in this state.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your North Carolina Limited Liability Company before filing to see which names are available.
Articles of Organization: In any North Carolina LLC formation, articles of organization must be signed by at least two persons organizing the LLC and be delivered, along with a copy, to the North Carolina Secretary of State, Corporations Division for filing. State law requires that certain information be included in the articles of organization of your North Carolina LLC formation. This information must include:
The LLC name
The period of LLC's duration (the latest date for dissolution) if the LLC is to dissolve by a specific date. If no date for dissolution is specified, there shall be no limit on the duration of the LLC
The name and address of each person executing the articles of organization and the title or capacity of the signatory whether a member or an organizer
The street address, (mailing address) including the county, of the LLC's initial registered office
The name of the LLC's initial registered agent at the above address
The street address (mailing address) and county of the LLC's principal office, if any,
A statement as to whether the company will be member or manager managed.
Any other provision, not inconsistent with law, set forth in an operating agreement.
Filing: Your LLC is considered organized once the original executed articles of organization are delivered to the Corporations Division of the Secretary of State by one or more persons. The document must be executed by: (1) an organizer if the LLC has not been formed or has no initial members, (2) a manager or (3) by a fiduciary if the LLC is in the hand of a receiver, trustee or other court-appointed fiduciary.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, a North Carolina LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: A limited liability company must have one or more members
Procedure for Membership:
Resignation of Membership: A member always has the power, though not necessarily the right, to terminate the member's membership by resigning or retiring at any time. Certain prohibitions exist surrounding the right of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the operating agreement or articles of organization.
Contribution:The contributions of a member to the LLC may consist of any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.
Registered Agent In North Carolina
LegalZoom can also provide your business with a Registered Agent in North Carolina. Every North Carolina LLC must continuously maintain a registered office and registered agent in North Carolina -- typically the person or office charged with receiving official state correspondence and notice in the event the company is "served" with a lawsuit.
Eligibility Requirements: The registered agent may be: (1) an individual residing in this state, (2) a domestic corporation or a domestic limited liability company, or (3) a foreign corporation or foreign limited liability company authorized to transact business in this state.
Registered Office: A registered office in North Carolina may be but does not need to be the LLC's place of business. Yet, the registered agent must maintain a business office that is identical with the registered office
North Carolina Secretary of State
Once a North Carolina LLC has been created, the North Carolina Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the North Carolina Secretary of State office.
Annual Report: Each limited liability company shall file with the North Carolina Secretary of State a report that lists:
The LLC name and the state or country under the laws of which it is organized
The street address (and the mailing address if different) and county of the registered office
The name of its registered agent at that office in this State
A statement of any change of the registered office or registered agent, or both.
The address and telephone number of its principal office
The names and business addresses of its managers or if the LLC had no members, its organizers
A brief description of the nature of its business
If the information contained in the most recently filed annual report has not changed, a certification to that effect may be made instead of setting forth the information required in the annual report.
Records: Each limited liability company shall keep following records open to inspection at its office:
A current list of the full name and last-known business, residence, or mailing address of each member, each governor, and the president
A current list of the full name and last-known business, residence, or mailing address of each assignee of financial rights other than a secured party and a description of the rights assigned;
A copy of the articles of organization and all amendments to the articles;
Copies of any currently effective written bylaws
Copies of the LLC's federal, state, and local income tax returns and reports, if any, for the 3 most recent years;
Financial statements required by section 10-32-52;
Records of all proceedings of members for the last three years;
Records of all proceedings of the board for the last three years;
Reports made to members generally within the last three years;
Member-control agreements described in section 10-32-50;
A statement of all contributions made;
An explanation of any restatement of value made under section 10-32-57
Any written consents obtained from members under this chapter
A copy of agreements, contracts, or other arrangements or portions of them incorporated by reference under subsections 6 through 8 of section 10-32-56.
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
The time specified in the articles of organization or a written operating agreement
The happening of an event specified in the articles of organization or a written operating agreement
The written consent of all members
Unless otherwise provided in the articles of organization or a written operating agreement, at such time that the limited liability company no longer has any members. The foregoing to the contrary notwithstanding, unless otherwise provided in the articles of organization or a written operating agreement, a limited liability company shall not be dissolved and is not required to be wound up by reason of any event of withdrawal of the last remaining member if, within 90 days after the event of withdrawal, the assignee or the fiduciary of the estate of the last remaining member agrees in writing that the business of the limited liability company may be continued until the admission of the assignee or the fiduciary of the estate of the member or its designee to the limited liability company as a member, effective as of the occurrence of the event that causes the withdrawal of the last remaining member
Entry of a court decree or the filing of a certificate of dissolution by Secretary of State
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for North Carolina is variable, depending on North Carolina taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the North Carolina Secretary of State, along with the appropriate filing fee. When appropriate, a check payable to the State of North Carolina must accompany the document, covering all charges for the Secretary of State.