Register a North Carolina Foreign LLC

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.

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.

By Mail:
Business Registration Division
PO BOX 29622
Raleigh, NC 27626-0622

No, you will not need to file Articles of Organization for your North Carolina foreign LLC.

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?

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).

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.

Withdrawing your foreign LLC in North Carolina requires you to file an Application for Certificate of Withdrawal and pay a $25 filing fee.

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.