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Home | Business & Tax | Incorporation | North Carolina Incorporation


Form a North Carolina Corporation



Ready to incorporate? Transform your organization into a legal business entity in three easy steps today with LegalZoom. Once you incorporate, you'll gain the ability to protect your personal assets from financial risk and to shrink your personal tax bill. We'll help you choose what type of corporation you want to become and walk you through the whole process. LegalZoom has helped thousands of businesses incorporate online so you can feel confident using the best resource on the web.



When incorporating in North Carolina with LegalZoom, we not only file your articles of incorporation with the North Carolina Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your North Carolina corporation.

North Carolina Incorporation Information

Incorporating in North Carolina

Corporate Name:

Choosing a business name is one of the first steps of forming your North Carolina Corporation. The name that you choose:
  • Must be distinguishable from any other registered North Carolina business entity and any reserved names on record, subject to certain exceptions under state law
  • May not contain language stating or implying that the North Carolina corporation is organized for a purpose other than that permitted by state law and its articles of incorporation.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.

In addition, the name must contain one of (or an abbreviation of) the following words:
  • "Incorporated"
  • "Corporation"
  • "Company"
  • "Limited"
Articles of Incorporation:

When incorporating in North Carolina, articles of incorporation must be filed with the North Carolina Secretary of State. The North Carolina Business Corporation Act (Chapter 55 of the North Carolina General Statutes) requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:

Incorporators:
  • Minimum Number of Incorporators: One or more.
  • Eligibility Requirements: An incorporator must be any natural person or entity.
  • Listing Requirements - The name and address of each incorporator must be listed in the articles.
Director Information:
  • Minimum Number of Directors: One or more.
  • Eligibility Requirements: None. The articles of incorporation or bylaws may prescribe qualifications for directors when incorporating in North Carolina
  • Listing Requirements: Names of directors are not required in the articles.
Stock Information:

The number of shares that the corporation is authorized to issue must be stated in the articles.

Other Required Information:

The complete business street address of the corporation's initial registered office, its mailing address if different, and the name of its initial registered agent at that office.

Optional Provisions:

North Carolina permits optional provisions to be included in the articles of incorporation, such as:
  • The corporate purpose(s).
  • The names and complete addresses of the initial directors.
  • Provisions managing the business and regulating the affairs of the corporation.
  • A par value for authorized shares or classes of shares.
  • Personal shareholder liability for corporate debts in certain circumstances.
  • Any limitation on the corporation's duration of existence.
  • Regulating the powers of the corporation, its board of directors, and shareholders.
  • The limitation or elimination of liability of directors regarding the breach of fiduciary duty to the corporation or the shareholders for monetary damages in certain situations.
Bylaws:

The incorporators or board of directors must adopt initial bylaws 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 the articles of

incorporation.

Officer Information:

Officers may be listed in the bylaws or elected by the board, and may appoint other officers, in compliance with the bylaws. Unless a different officer is designated by the bylaws or the board, the secretary or assistant secretary is responsible for preparing minutes of the directors' and shareholders' meetings and for maintaining and authenticating corporate records. Any officer may hold more than one office in the corporation, but no individual may act in more than one capacity where action of two or more officers is required.

Registered agent:

Every North Carolina corporation must have a registered agent in North Carolina-- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.

Eligibility Requirements - The registered agent must maintain a business office that is identical to the registered office, and must be either (1) an individual residing in this state or (2) a corporation with authority to transact business in this state.

Registered office:

North Carolina requires that every corporation maintain a registered office which may be any of its places of business or any place where it conducts affairs

Professional Corporations:

Under The North Carolina Professional Corporation Act (Chapter 55B of the North Carolina General Statutes), a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions.

The North Carolina Professional Corporation Act covers the following professions: Architects, Attorneys-at-Law, Public Accountants, Practice of Medicine, Dentistry, Optometry, Osteopathy, Chiropractic, Nursing Practice, Veterinarians, Podiatrists, Practicing Psychologists, Occupational Therapy, Licensed Professional Counselors, Engineering and Land Surveying, Landscape Architects, Certified [Licensed] Clinical Social Workers, Geologists, Foresters and Soil Scientists.

Annual Report:

An annual report must be filed with the North Carolina Secretary of State each year by the 15th day of the third month following the close of the corporation's fiscal year. This report must indicate:
  • The corporation's name and its state or country of incorporation;
  • The county, street address and mailing address, if different, of its registered office, the registered agent at that office, and any statement of change regarding the registered agent and/or registered office;
  • The address and telephone number of its principal office;
  • The names, titles and business addresses of its principal officers; and
  • A brief description of the nature of the business;
NOTE: The annual report may be submitted to the Secretary in paper or electronic form.

Other Reports:

An annual financial statement must be mailed by the corporation to all shareholders within 120 days after the close of the fiscal year. These statements must include a year-end balance sheet, an income statement for that year, and a statement of cash flows for the year unless that information appears elsewhere in the financial statements

Income Tax Rate:

For information on the North Carolina state income tax rate, visit: http://www.dor.state.nc.us/taxes/corporate/

S Corporations:

S corporation status is recognized by the North Carolina Secretary of State.