North Carolina Corporation
Everything You Need to Know About NC Corporations:
North Carolina Incorporation Options
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How to Incorporate in North Carolina
To start a corporation in North Carolina, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Business Registration Division. You can file this document online or by mail. The articles cost $125 to file. Once filed with the state, this document formally creates your North Carolina corporation.
Hire us to incorporate your North Carolina business and we’ll provide a free business address to list whenever possible throughout the filing to better keep your personal address private. And for the cheapest way to start a business? Pay just $37 out the door with our VIP monthly payment option.
Per NC Gen Stat § 55-5-01 (2019), every North Carolina corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the North Carolina SOS Business Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your North Carolina Articles of Incorporation. Follow along with our filing instructions below:
Filing the North Carolina Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Compliance with N.C. Gen Stat § 84-2.2:
An attorney licensed to practice law in the State of North Carolina has reviewed the blank template offered on our website to North Carolina consumers, including each and every part thereof that may appear in the completed document. The name and address of the reviewing attorney is kept on file by Northwest Registered Agent Service, Inc and will be provided to the consumer upon request.
The forms or templates provided by Northwest Registered Agent Service, Inc (“Northwest”) are not a substitute for the advice or services of an attorney.
Northwest does not disclaim any warranties or liability and does not limit the recovery of damages or other remedies by the consumer. Northwest does not require the consumer to agree to jurisdiction or venue in any state other than North Carolina for the resolution of disputes between the provider and the consumer.
Customer Satisfaction Process. We want our clients to be happy with our level of service. If you are not satisfied or have concerns regarding the level of our services provided please Contact Us and we will help find a resolution.
1. Corporate Name
Your name must include “Corporation,” “Company,” “Limited,” “Incorporation” or an abbreviation for one of these words. Tip: Most corporations keep it short and sweet with “Corp” or “Inc.”
2. Authorized Shares
List the number of shares you wish to create. You must create at least one. If you have multiple classes or series of shares, you’ll need to include an attachment explaining the rights and limitations of each share type.
3. Registered Agent
For your North Carolina registered agent, you can list an individual state resident (like yourself) or a business that provides registered agent service (like Northwest). Tip: We recommend Northwest.
4. Registered Office
The registered office is the North Carolina street address where your registered agent will be available during business hours to accept legal notifications for your corporation. You’ll need a a physical address for this office, not just a PO Box. Tip: When you hire Northwest, our address will go here.
5. Principal Office
If you have a principal office, you can tick box “a” and enter your address information. If not, you can tick box “b,” which states that your corporation doesn’t have a principal office (although you’ll eventually need to list a principal office on your Annual Report).
6. Other Provisions
You’re not required to add anything else to your articles, but NC Gen Stat § 55-2-02 (2019) lays out additional provisions you can include if you want, such as the names and addresses of initial directors or share par value.
7. North Carolina Incorporator
Incorporators sign and submit Articles of Incorporation and must include their names and addresses. You need at least one incorporator.
8. Company Officers
You can include the names, titles, and addresses of your corporation’s officers if you choose, but this is optional.
9. Business Email
If you opt to include an email, the state will notify you when a document is filed. Unlike the other information in your articles, this email isn’t publicly viewable on the state’s website.
10. Effective Date
Skip this section if you want your business to begin right away. If you’d prefer to start on a specific date (maybe to line up with the beginning of a tax period), you can list an effective date up to 90 days in the future. Tip: Most corporations skip this section.
Why Have a Registered Agent Form Your NC Corporation?
Professionals in North Carolina hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Own office is in Raleigh, NC. We’re on a first name basis with the people who work in the Business Registration Division. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Raleigh registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Durham, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding, Business Address and More
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
Plan on accepting credit cards? We also offer a Free Credit Card Processing Consultation. Our specialists work with processors to negotiate low rates and better contracts for our clients.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our formation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in North Carolina. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My NC Corporation Is Formed?
After your North Carolina Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my North Carolina corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service. Or choose our VIP service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
Do I need bylaws for my North Carolina corporation?
Yes. NC Gen Stat § 55-2-06 (2019) notes that bylaws shall be adopted either by the incorporators or by the board of directors.
You don’t have to submit bylaws to the state, though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
NC Gen Stat § 55-2-06 (2019) states that North Carolina bylaws can make any other provision so long as it is not inconsistent with law or the Articles of Incorporation.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your North Carolina corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for North Carolina organizational meetings?
The meeting doesn’t have to be held in the state. Furthermore, you can skip holding the meeting if all of the required actions are taken and recorded in writing and signed by each incorporator.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my North Carolina corporation?
To open a corporate bank account in North Carolina, you’ll need to bring the following with you to the bank:
A copy of the North Carolina corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File North Carolina Reports & Taxes
In North Carolina, corporations file an annual report each year and pay the nation’s lowest corporate income tax (3%). They also pay a state franchise tax.
What is the North Carolina Annual Report?
The North Carolina Annual Report is a relatively simple form you file with the Secretary of State each year to confirm or update your corporation’s ownership and contact information.
How much is the North Carolina Annual Report?
The report is $20 if you file online and $25 if you file with a paper form. Note that if you are changing your registered agent, you must file with a paper form.
When is the North Carolina Annual Report due?
If your corporation operates on a calendar year, the report is due April 15th. Operate on a fiscal year? Your report is due on the 15th day of the fourth month after the close of your fiscal year. If you fail to file your report, the state can dissolve your corporation.
These filings can be easy to forget—which is why we send our clients automatic reminders. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about North Carolina corporate taxes?
North Carolina is home to the lowest corporate net income tax rate in the country: a flat 3%. While this is a point of pride for the Tar Heel State, note that corporations (including S corps) are also subject to the state’s franchise tax.
The corporate franchise tax rate is $1.50 per $1,000. This rate applies to one of the following tax bases (whichever results in the highest tax): net worth, investment in NC tangible property, or 55% of the appraised value of NC tangible property. The minimum franchise tax is $200.
Have an S corp? For the same tax bases, S corps just owe the minimum $200 for the first $1 million. However, S corps have to pay the regular franchise tax rate on any amount that exceeds $1 million.
North Carolina’s sales tax rate is a flat 4.75%. Unlike most states, cities and counties don’t tack on additional local sales taxes, so customers will pay the same rate at the counter from Asheville to Wilmington.
North Carolina Corporation FAQs
How can I submit the North Carolina Articles of Incorporation?
You can file North Carolina articles online through the PDF Upload Portal or by mail. COVID protocols have resulted in changes to the mail-in process. Mail is now held for a 24-hour period before handling. Turn-around times are now calculated from the time they open the mail and not the date the mail is received. Additionally, mailed filings now require a completed cover letter, which can be found here. Mailed filings must be submitted to the following address:
Business Registration Division
PO Box 29622,
Raleigh, NC 27626-0622
How much does it cost to start a North Carolina corporation?
The Business Registration Division charges a $125 fee to file Articles of Incorporation. Add $100 for expediting. If you file online, there’s also an electronic transaction fee of $2.
Hire us for a one-time fee of $352, including the state filing fees, a year of registered agent service, a business address and more. Need it expedited? Your total cost is $452 for 2-day filing. Or, pay just $37 out the door with our VIP monthly payment option.
How long does it take to start a North Carolina corporation?
Filing online or by mail can take up to two weeks to process. Need it now? Pay an additional $100 to have your paperwork processed in 24 hours. Need it right now? For $200 above the filing fee, they’ll process your filing same day, as long as it’s received before noon.
Does a North Carolina corporation need a business license?
The state doesn’t require a general business license and neither do North Carolina cities or towns. However, you may need permits or licenses for specific activities, such as beer and wine sales or operating a taxi.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign North Carolina corporation?
A corporation formed outside of North Carolina—but which conducts business in the state—is considered a foreign North Carolina corporation. For example, if you incorporated in Virginia but decide to open a storefront in North Carolina, you would be a foreign North Carolina corporation. This also means you would need to register with the state by filing an Application for Certificate of Authority with the North Carolina Secretary of State. Foreign corporations are required to file the North Carolina Annual Report each year as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating an North Carolina nonprofit requires a different form. The filing fee is lower as well ($60).
How can I get a North Carolina phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order North Carolina Incorporation Service
Our North Carolina incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $37 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your North Carolina Articles of Incorporation to the Secretary of State, Business Registration Division. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the North Carolina Business Registration Division has approved your filing, we notify you that your North Carolina corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.