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North Carolina Application for Registration of Foreign North Carolina LLC

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How to Register an Out-of-State LLC in North Carolina

If you’ve already formed an LLC in another state and want to expand your business to North Carolina, you are required to file an Application for Certificate of Authority (also called “Form L-09”), along with a $250 filing fee, to the North Carolina Secretary of State Office. The following is an overview of the steps to register your out-of-state LLC:

  1. Complete and file the Application for Certificate of Authority
  2. Obtain a Certificate of Existence of Certificate of Good Standing
  3. Pay the $250 filing fee to the North Carolina Secretary of State
  4. File an Annual Report
  5. Obtain any necessary permits or licenses

*The forms or templates provided by Northwest Registered Agent LLC are not a substitute for the advice or services of an attorney. 

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OUT-OF-STATE NORTH CAROLINA LLC
CERTIFICATE OF AUTHORITY

The Certificate of Authority is the document filed with the North Carolina Secretary of State to register an out-of-state (also known as a “foreign LLC”). Registering your out-of-state LLC allows it to operate and do business in North Carolina. Typically, the term “foreign” is in reference to something outside of the US, but in this case, it refers to any business entity that originates from another state.

In addition to the Certificate of Authority, you must also provide a Certificate of Good Standing or Certificate of Existence that has been issued within 6 months. This is a document issued by the original state of formation that essentially vouches for your LLC by providing documented proof that your company is in good standing and current on all necessary fees and annual reports. This certificate can be obtained through the Secretary of State Office of the originating state.

 

What information do I need to provide on the Certificate?

The Certificate of Authority is a document made up of particular sections called “Articles.” Each Article requires information regarding your LLC. If this information is not provided, the Certificate will not be accepted.

Business Name
The name of your LLC must not include any of the following words: bank, banker, banking, cooperative, co-op, mutual, or trust.

Additionally, you must provide documentation to the Secretary of State that proves your business is affiliated and legally qualified to offer related service if the name of your LLC includes the words: architect, architecture, architectural, certified public account, CPA, engineer, engineering, realtor, survey, surveyor, surveying, or wholesale.

To check and see if the name of your LLC is available, you can use the North Carolina Business Registration Search website.

State or County of Formation
You are required to specify the state or county that your LLC was originally formed in as well as the date of formation.

Period of Duration
There are three options relating to period of duration: perpetual, unlimited, or specific date. You must list one on your application and it must be in accordance with the information provided on the original formation paperwork for your LLC.

Principal Office
If your business has a principal office, you are required to list it on the application. The principal office is where the business of the company is conducted and where the official business documents are kept.

Registered Agent
All foreign entities registering to do business in North Carolina are required to list a North Carolina registered agent. To keep your out-of-state LLC in operation in North Carolina, you must maintain a North Carolina registered agent in addition to the registered agent you have listed in the original state of formation.

How do I submit the completed Certificate of Authority?

Once you have completed the Certificate of Authority and obtained the Certificate of Existence or Certificate of Good Standing, you are ready to submit the documents ant eh payment to the North Carolina Secretary of State. You can submit one of three ways: in person or by courier, via mail, or online.

In Person
If you want to submit your documents via courier or in person, the address for delivery is:

Business Registration Division
2 South Salisbury Street
Raleigh, NC 27601

Mail
You can send your documents and check or money order to:

Business Registration Division
PO Box 29622
Raleigh, NC 27626-0622

Online
To submit the documents online, you can download the required forms from the North Carolina Secretary of State website. Then, once you fill in all the information, you can upload the documents for submission on the North Carolina Secretary of State website.

In order to file documents online, you are required to create a personal account. Click the “Sign In” link at the top of the page to create a secure account to submit documents from.

North Carolina provides PDF forms that can be typed directly into. However, before you submit this document, you must print it, sign it, and scan it as a black and white document. Since the Certificate of Application also requires a Certificate of Existence of Certificate of Good Standing to be filed, you will need to scan this document along with the completed Certificate of Application as one PDF. You will not be able to upload two separate PDFs.

If you are submitting your Certificate online, you can pay with a credit/debit card or through your bank with your checking information. After you submit your payment, you will have access to a printable receipt and invoice for your filing.

How long does it take for the Secretary of State to file my documents?

Typically it takes between 5 and 7 business days for the North Carolina Secretary of State to process and file submitted documents. However, for an additional fee, you can expedite your submission.

For 24 hour processing, the additional fee is $100 and you must submit your document between 8 AM and 5 PM.

For same day processing, the additional fee is $200 and you must submit your document before noon for it to be processed before close of business.

Do I need an EIN to submit my Certificate of Authority?

No. You are not required to provide an EIN (also known as a federal employer identification number) to submit your Certificate of Authority. However, if you are expanding your business into North Carolina, it is likely that you already have an EIN affiliated with your company. You do not need to get a new EIN for you LLC specific to conduct business in NC. Because EINs are issued at a federal level, there is only one unique one attached to your company.

 

ANNUAL REPORTING

What is an annual report?

An Annual Report is a document that all legal business entities file with the Secretary of State to provide current business information. This information is made public and is updated in the North Carolina Business Database.

Does my out-of-state LLC need to file an annual report in North Carolina?

Yes. All LLCs, include foreign LLCs, are required to file an annual report in North Carolina. Filing an annual report can be completed online by visiting the North Carolina website, or you can mail in the required documents and payment. If you need help, North Carolina provides a YouTube tutorial to walk you through the process.

When is my annual report due?

Your annual report is due on April 15th, following the year you registered it in NC.

How much does it cost to file?

The filing fee to submit your annual report is $200. If you are filing online, there is an additional $2 service fee.

How do I submit my annual report to the NC SOS?

You can submit your annual report online or by mail.

Mail
Filing a paper report by mail takes longer and costs more. If you have the capabilities, we recommend that you file your annual report online.

To file your annual report via mail, find your company by using the NC SOS online search tool. Once you locate your LLC, double-click the name of your LLC to access your profile page. Then, click the link that says “File an Annual Report” at the top of the page.

Once on this page, there is a link at the top of page that allows you to print out a pre-populated PDF of the annual report form. Fill in any additional information and print the document.

After the document is printed, the last step is adding the date and an authorized signature.

Mail the completed document, and a check or money order for $200, to:

Business Registration Division
P.O. Box 29525
Raleigh, NC 27626-0525

Online
To file your annual report online, search for your business via the NC business search tool. Once you have located your LLC, click the monitor icon under the “Actions/Type” column. Click the “File Most recent Annual Report” to start the online process. This method does not require a paper copy of the annual report and you can submit your payment online.

 

How long does it take to process my annual report?

If you mail your annual report, it can take up to six months for the SOS to process it. However, if you file the report online, the annual report is immediately filed. Once your Certificate of Authority has been processed, you will receive an email notification or notification by mail, depending on how you filed.

MAINTAINING YOUR OUT-OF-STATE LLC

What are the requirements for maintaining an out of state LLC in NC?

There are a few requirements that you must adhere to in order to keep your out-of-state LLC current and in compliance with North Carolina:

  • Pay any penalties or fees within 60 days
  • File an annual report on time
  • Let the Secretary of State know if you change your registered agent, or if there are any changes in the address of your registered agent
  • Respond to any interrogatories from the Secretary of State within 30 days

If you fail to follow these rules, you will lose your authority to do business in North Carolina.

What kind of licensing do I need to do business in North Carolina?

North Carolina does not provide an all in one platform to obtain licensing for your business. It is your responsibility to contact agencies on the federal, state, and local levels to find out what kind of licensing you might need for your business.

Will my LLC have to pay North Carolina taxes?

Yes. If you are doing business in North Carolina, you will be required to pay applicable taxes in North Carolina.

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