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How to Dissolve a North Carolina Corporation

How do you dissolve a North Carolina Corporation?

To dissolve a North Carolina corporation, you just need to file form B-06, Articles of Dissolution by Board of Directors and Shareholders, Business Corporation with the North Carolina Secretary of State, Corporations Division (SOS). If the corporation dissolves before it has issued shares and has no unpaid debts, the corporation will file form B-05, Articles of Dissolution Prior to Issuance of Shares, Business Corporation. All the forms are available in your Northwest online account or on the SOS website (see link below). The North Carolina SOS forms are not mandatory; you may draft your own documents. Original signatures are not required either.

You can submit documents to the North Carolina SOS online, by mail, or in person. Include a Cover sheet for Corporate Filings (required for over the counter). The filing cover sheet allows you to choose your desired processing time and method of document return. The North Carolina SOS accepts cash, certified checks, money orders, business or personal checks with an address and telephone number. Checks should be payable to the North Carolina Secretary of State. The SOS does accept credit cards for online filings.

North Carolina Secretary of State
Corporations Division

PO BOX 29622
Raleigh, NC 27626-0622

2 South Salisbury Street
Raleigh, NC 27601-2903

Phone: (919) 807-2225
Fax: (919) 807-2039

North Carolina Corporation Dissolution FAQ

Is there a filing fee to dissolve or cancel a North Carolina Corporation?

There is a $30 fee to file articles to dissolve a corporation or LLC in North Carolina.

You can have a document processed the same day it is received if you pay a $200 expedite fee.
For an additional $100, processing can be completed within 24 hours (excluding weekends/holidays).

Do you need a Department of Revenue clearance before the North Carolina Secretary of State will accept your dissolution?

No. You do not need tax clearance from the Department of Revenue before you can dissolve a North Carolina corporation.

How long does it take the state to process the filing in North Carolina?

Online filings are processed in 3-5 business days.
The dissolution is processed by the SOS in 7-10 business days if you file by mail.
Same day expedited processing is available for documents submitted by noon.
24 hour expedited processing is also available (excludes holidays and weekends).

Can you revoke the dissolution of a North Carolina corporation?

Yes, you can revoke the dissolution of a North Carolina corporation. You would have to submit form B-07, Articles of Revocation of Dissolution, Business Corporation to the North Carolina SOS within 120 days of the effective date of the dissolution. There is a $10 filing fee for articles of revocation.

How long before someone can take your business name?

If the North Carolina corporation was dissolved voluntarily the name is available 120 days after the effective date of dissolution
If the North Carolina corporation was dissolved administratively, the name is available 5 years after the effective date of dissolution.

What is the penalty if you don’t dissolve and you also just don’t file your annual reports?

If a North Carolina corporation is late filing the annual report, it will receive a Notice of Grounds for Administrative Dissolution. The corporation has 60 days from the time the notice was mailed to correct the grounds for dissolution (file the report, pay the fee, appoint a registered agent, etc). If the entity does not remedy the grounds for dissolution, the North Carolina SOS will terminate its authority to do business.

What are the late fees and penalties to re-register if your registration is forfeited?

If a North Carolina corporation is administratively dissolved, it can reinstate at any time. The corporation would have to file form B-08, Application for Reinstatement Following Administrative Dissolution. There is a $100 filing fee. The corporation would also have to file all of its late annual reports with current information. The fee for each corporate annual report is $25.

North Carolina Secretary of State:

North Carolina SOS Business Services

If you’d like help establishing another company, you may find our incorporation filing service and North Carolina registered agent service helpful.  We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.

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