Register a North Carolina Foreign LLC
A North Carolina Foreign LLC is an LLC that was not formed in North Carolina but engages in business there. Foreign LLCs in North Carolina must register with the Secretary of State. The process of registering a foreign LLC in North Carolina involves submitting an Application for Certificate of Authority and paying $250 ($253 for online filings). While not an exhaustive list, North Carolina considers an LLC to be conducting business if it maintains a place of business, sells or distributes merchandise from a company vehicle, stores retail products, pays employees, or owns or leases income-producing property in North Carolina.
Ready to Register A Foreign LLC in NC?GET STARTED
How to Register a Foreign LLC in North Carolina
The process of registering a foreign LLC is referred to as foreign qualification. To register your foreign LLC in North Carolina, you’ll need to submit an Application for Certificate of Authority to the North Carolina Secretary of State, Business Registration Division. But before you jump to filing paperwork with the state, you’ll need to follow these steps:
1. Obtain a Certificate of Good Standing
North Carolina requires that, along with your Application for Certificate of Authority, you include a Certificate of Good Standing from the LLC’s home state. This certificate confirms that the LLC is active in its home state and is up to date on taxes and fees. In some states, this certificate is known as a Certificate of Existence, Status Certificate or Subsistence Certificate.
How do I get a Certificate of Good Standing?
You can typically request this document from the same governing agency that approved your LLC’s original formation documents. Most states allow you to simply go online, fill out a form, pay a small fee, and get your certificate immediately. Fees for certificates vary by state, ranging from $0 to $50.
2. Appoint a North Carolina Registered Agent
Your North Carolina Registered Agent can be an individual North Carolina resident or business with a physical address there. This individual or business must be available to accept your LLC’s legal mail during regular business hours.
Can I be the registered agent for my North Carolina foreign LLC?
It depends. Do you physically reside in North Carolina year-round? If the answer is “no,” then you can’t be your own registered agent there. While you could appoint someone you know for this role (as long as they live in North Carolina), the majority of business owners hire a registered agent service when conducting business outside their home state.
Why hire a registered agent service?
Well for one, you’re required by law to have a registered agent that resides in North Carolina. Two, when you hire a registered agent service, you can trust that you’ll receive important legal notices in a timely manner. And three, some professional registered agents will let you use their address on your registration documents, helping you protect your privacy.
3. Complete the Application for Certificate of Authority
To register your foreign LLC in North Carolina, you must complete the Application for Certificate of Authority and file it with the Secretary of State. Here’s what to include:
- LLC name. If your official business name isn’t available in North Carolina or doesn’t meet its naming requirements, write the name you wish to use in North Carolina instead.
- Where you formed your LLC.
- Principal office address, if there is one.
- North Carolina registered agent.
- North Carolina registered agent’s office address.
- Names, titles, and usual business addresses of your LLC’s officials.
- Certificate of Existence.
- Signature, name, and title of the principal company official executing this document.
If you’re ready to get started, you can register your foreign LLC in North Carolina today with Northwest.
How much does it cost to file a foreign LLC application in North Carolina?
It costs $250 to file a foreign LLC application in North Carolina. Online filings are also subject to an electronic transaction fee of $3. Expedited service is available for an extra $100.
How do I file my North Carolina foreign LLC registration application?
You can file your application for foreign LLC registration online or by mail. In-person submissions are currently unavailable.
Online: North Carolina Secretary of State
Note that you’ll need to fill out a paper form, scan it, scan your Certificate of Good Standing, and save the two documents as a single PDF. Then you will upload and submit the PDF through the state’s Online Business Services portal.
Business Registration Division
PO BOX 29622
Raleigh, NC 27626-0622
Do foreign LLCs need to file North Carolina Articles of Organization?
No, you will not need to file Articles of Organization for your North Carolina foreign LLC.
4. Find your Certificate of Authority online
After submitting the Application for Certificate of Authority, a copy of the official filing will be made available in your online account, which you can access here. You may monitor your foreign LLC’s application by visiting the Online Business Services.
How long does it take for North Carolina to approve a foreign LLC?
Most filings take about 12 business days to be processed. You can also pay $100 for expedited 2-day service.
North Carolina Foreign LLC Registration FAQ
How do I amend a foreign LLC in North Carolina?
To amend your North Carolina Foreign LLC, you’ll need to fill out and file an Application for Amended Certificate of Authority. It costs $50 to file.
What counts as doing business in North Carolina?
North Carolina considers the following activities to be doing business in the state:
- maintaining an office or place of business
- maintaining a storage place for your products
- directly distributing or selling merchandise to North Carolina customers from a company-owned or operated vehicle
- having your employees render services or products to North Carolina clients
- owning, renting, or operating income-producing property, including trademarks and computer programs
For more information, see Northwest’s page on What Exactly Does “Doing Business” in Another State Mean?
Are foreign LLCs subject to North Carolina’s franchise tax?
Not typically—unless your LLC is taxed as a corporation. For example, if your LLC is taxed as a C-corp—and a member of the LLC conducts business activities in the state—the member will have to file a franchise tax return. The minimum franchise tax is $200. The general tax rate is $1.50 per $1,000 of net worth, but if it results in higher tax, the tax base could be on the investment or appraised value of tangible property in the state.
Foreign LLCs taxed as C-corporations are subject to North Carolina’s franchise taxes as a privilege for being able to do business in the state. These businesses are allowed a tax credit of $175, which is the annual report fee amount ($200) minus the paper annual fee report ($25).
Do I have to file an annual report for my North Carolina foreign LLC?
Yes, every North Carolina LLC, foreign and domestic, must file a North Carolina Annual Report. Annual reports are due April 15th of the year following your registration and every year afterward. You may file your annual report online or download and mail a pre-populated annual report form to North Carolina’s Secretary of State. The annual report costs $200 to file. There is an additional fee of $3 if you file online.
How can I withdraw my North Carolina foreign LLC?
Withdrawing your foreign LLC in North Carolina requires you to file an Application for Certificate of Withdrawal and pay a $25 filing fee.
How are foreign LLCs taxed in North Carolina?
By default, all North Carolina LLCs are taxed as a pass-through entities. This means that the profits (and losses) of the business pass through the LLC to each LLC member. Any profits are then reported on the tax returns of the individual members. Each LLC member is also on the hook for self-employment taxes of 15.3% (12.4% for social security and 2.9% for Medicare). LLCs can also elect to be taxed as an S-corp or C-corp.