North Carolina LLC Formation

If you are planning on starting an LLC (Limited Liability Company) in North Carolina, we have laid out is a six-step process designed to make the formation easier to follow:

• Deciding on the name of your new business
• Choosing which registered agent to work with
• Filing your LLC Formation Documents and paying the appropriate fees
• Create an Operating Agreement
• Getting your EIN - Employee Identification Number
• Obtain any other key information concerning forming an LLC in North Carolina

This guide explains each step of the formation process and will help to ensure the earliest, smoothest registration of your new enterprise.

The first and most important part of starting your new company is to decide its name. The name you choose must comply with the County's naming protocols, in as much as:

• The name must include the phrase "Limited Liability Company," or its recognized abbreviation - "LLC. or LLC." The name must not contain any words that might cause confusion with Government agencies such as the FBI or the Treasury, State Department, etc.
• Dependent on the nature of the business (an Attorney, a Bank, a Clinic, or a University, etc.), or if you are one of the licensed professions (i.e., Accountant, Architect, Dentist, Doctor, Therapist, etc.), you may require a license or other some other additional paperwork.
• The business name on which you decide must be easily distinguishable from any other enterprise, including other North Carolina companies, corporations, LLCs, limited partnerships, or limited liability partnerships.

To ensure your chosen business name hasn't already been registered, you can do an LLC name search on the State of North Carolina's Secretary of State website.

Once you have confirmed your preferred company name is available, you can then download the registration documents, choosing the type that most closely matches your company’s sphere of operations from:

• Domestic, ordinary limited liability company - Form L-09
• Domestic, limited liability company, operating in the profession's sector - Form PLLC-05
• Foreign, ordinary limited liability company - Guidelines
• Foreign, limited liability company, operating in the profession's sector - Guidelines

For foreign company registration, North Carolina doesn’t operate a one-stop-shop for registering all types of licenses. You should contact the offices of the North Carolina Secretary of State regarding its requirements according to your business type.

To be fully aware of all constraints, you are recommended to read the naming guidelines as published by the office of the North Carolina Secretary of State.

We also recommend that you research URL availability in terms of your business's web domain name. You might not be planning on launching a website immediately, but if and when you do, you will want a unique, protected URL.

You are required by law to appoint an agent registered in North Carolina. This registered agent is then responsible for collecting tax forms, legal documents, notices of lawsuits, and any government-issued communications with your company.

The agent will, in fact, be your company's prime point of contact with the state.

A Registered Agent can either be a resident of North Carolina or a corporation like a registered agent service that is legally authorized to carry out business transactions in North Carolina (NC).

This person can be you or someone you nominate within your company.

Ordering a Registered Agent service gives you several benefits, such as:

• Convenience. Using a professional registered agent service is an affordable way to manage all government filings and legal notices for your North Carolina LLC.
• Lower risk. This way you can also avoid any fees or further legal trouble caused by missing or misplacing an important document or notice.
• Privacy. If you were thinking of using your home address, but would rather keep it off public records, you can hire a Registered Agent that will allow you to use their address throughout your Articles of Organization.

In order to register your company in North Carolina, you will have to obtain, complete, and file an L-01, Articles of Organization form with the Secretary of State. You can request this form by mail, or you can go online and download a PDF.

You can also do your filing online. However, you will need to create a free account to follow this option.

The mailing address is:

The Secretary of State
Business Registration Division
PO Box 29622
Raleigh, NC 27626

The filing cost is $125. Checks should be made out in favor of the North Carolina Secretary of State.

Keep in mind, that all NC LLCs have to file annual reports which includes paying a fee of $200 to the Secretary of State.

Although having an LLC Operating Agreement is not a legal necessity, it is nonetheless good practice to have one.

It will help to control the company’s internal operations. Without such an agreement, you will have no official set of rules and regulations to guide the management team of your LLC as to how they should operate.

While the completion of an Operating Agreement is not mandatory, it will stand your LLC in good stead. We strongly urge you to employ the services of a lawyer to go over the form with you.

Once completed, get each member of your management team to read, sign, and agree to act within its guidelines.

An Employee Identification Number, or EIN for short, is a nine-digit number that is allocated by the IRS (Internal Revenue Service). Its purpose is to identify the company for taxation.

It is rather similar to a Social Security Number, but instead of being for an individual, it is for the LLC. An EIN may also be referred to as a FEIN or Federal Tax Identification Number.

An EIN is required to:

• Open a business account with the bank
• To track and file Federal and State taxes
• To take on employees

The application form for US residents is an SS-4, and for non-resident aliens is a 1040-NR. Guidelines on filling out these forms are available on the IRS website.

Completing this stage of the process is only necessary for certain circumstances, which are the exception rather than the rule. It only comes into play when we are talking about a Series LLC or a Professional LLC.

Series LLCs are those whereby liability protection is required across several asset groups or business strands, each needing to protect its assets from others in the group. A good example is a real estate agency.

Professional LLCs, such as accountants, lawyers, doctors, architects, etc., will need to provide information concerning the appropriate licenses.