Incorporating a business in the Tar Heel State is relatively straightforward and certainly has its benefits. An individual who wishes to do business in North Carolina through a corporation, or a corporation that wishes to do business in North Carolina, must prepare Articles of Incorporation and file them with the Corporations Division of the Department of the Secretary of State. Alternatively, Attorneys Corporation Service, Inc. can quickly and accurately draft n’ file your client’s articles.
The North Carolina Articles of Incorporation must include
- A distinguishable business name. A North Carolina business cannot share the same name as another business or the same name as a natural person. The name of the corporation must include a “corporate ending,” such as the word “incorporated,” “corporation,” or “company.” North Carolina state law prohibits certain words from appearing in a business name. These include: “bank” (as well as “banker” and “banking”); “trust;” “mutual;” “cooperative (or co-op);” “insurance;” “engineer” or “engineering;” “architect” (as well as “architecture” and “architectural”); “surveyor” (as well as “survey” and “surveying”);
“certified public accountant” (and abbreviations); and “wholesale” (unless the Articles of Incorporation indicate that the business will engage in wholesale, rather than retail, business). The Department of the Secretary of State also cautions that the business name could be rejected if there is inadequate information that the business will provide the type of service implied by the corporate name. Let us run a complete and accurate business name availability search.
- The number of shares the business is authorized to issue. If your client wishes to offer corporate stock or another security to fund the business, you must register the security offers and sales with the Securities Division of the Department of the Secretary of State. Some small businesses are exempt from registration. If your client intends to issue shares, consider deciding whether you want to separate your stock into different classes. Most corporations issue only one class of stock.
- Registered Agent’s information. The name, North Carolina street address, county, and contact information of the Registered Agent. The Agent’s duty is to forward to the corporation at its last known address any notice, process, or demand served on the corporation. The Registered Agent must be either (1) an individual residing in North Carolina and whose business address is identical to the registered office; (2) a domestic corporation, nonprofit corporation, or limited liability company whose business address is identical to the registered office; or (3) a foreign business corporation, nonprofit corporation, or a limited liability company authorized to transact business in North Carolina and whose business address is identical to the Registered Office. The Registered Office may be the same as any of the corporation’s places of business.
- Incorporator’s information. North Carolina law requires at least one incorporator who files the Articles of Incorporation and any other official documents required by the state. This person’s duties are finished once the corporation is incorporated. You must include the name, address, and signature of each incorporator. The signatures do not need to be notarized.
- Principal office. A corporation may list its principal office in its Articles of Incorporation. The first annual report filed must set forth the street address of the principal office and county in which the office is located.
- Optional provisions. These include a listing of directors, a statement of the corporation’s purpose, definitions of the roles of the corporation’s directors and officers, and language limiting the personal liability of any director for monetary damages in an action for breach of duty as a director.
The original Articles of Incorporation, signed by the incorporators, along with a duplicate copy, must be submitted to the North Carolina Department of the Secretary of State. An annual report is to be delivered in paper form to the Secretary of Revenue by the due date for filing the corporation’s income and franchise tax returns. Alternatively, an annual report is to be delivered electronically to the Secretary of State by the fifteenth day of the fourth month following the close of the corporation’s fiscal year (typically April 15 for a corporation whose fiscal year ended December 31).
If you own a foreign corporation (located outside of North Carolina) and you wish to conduct business in North Carolina, you will need to obtain legal authorization to do so with a Certificate of Authority.
For more information on incorporating a business in North Carolina, reach out to one of our experienced business formation specialists today.