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Step By Step Guide

How to Start a corporation in North Carolina

Forming a corporation provides liability protection for any type of business, and should be among the first steps you take as a new business owner. Starting a corporation can help you protect your personal assets while adding legitimacy to your company. Follow our step by step guide or let us handle the paperwork on your behalf, ensuring your business is filed quickly and accurately.

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Why start and file a corporation in North Carolina?

Did you know North Carolina has the best business climate in the United States? It's true! The Tar Heel State also has a reputation for its tax friendliness, with a 3% corporate tax rate that makes it the lowest in the country. The state also ranks high for its assess to small business capital and highly educated workforce. In 2018, the city of Raleigh was even nominated as a finalist as Amazon conducted a nationwide search for their next HQ2 headquarters.

With all this positive buzz and benefits, it's not surprising to see why entrepreneurs want to incorporate as a corporation in North Carolina. Let's help you get started by following this simple step-by-step guide.

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MyCorporation® can help you file all of the necessary documents to form your corporation in North Carolina.

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Our free guide provides you with all of the information you'll need to form your corporation in North Carolina. Bookmark this page as a reference so you can return easily as you complete each step of the process.

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How to Start a corporation in North Carolina

The first step will be to decide on a name for your business. Choose a name that is memorable and unique, easy to understand and pronounce, and accurately represents your business. You'll want to search your name choices on the web to quickly find out if they are already taken. It's also best to jot down one or two alternatives, in case the name you settle on is not available for registration in North Carolina.

There are a few rules that North Carolina Corporations must follow in order to register a name.

  • The name you choose must be unique and not "confusingly similar" to the name of any other North Carolina business. This is to prevent fraud or misrepresentation and is a common rule in all 50 states. You can find out whether a name is available in North Carolina by searching the North Carolina Secretary of State Opens in a new window for possible conflicts. Be sure to check variations or alternate spellings as well, otherwise your filing may be rejected.

    In a pinch, you can use MyCorporation's business name search service, where we will conduct a more thorough search on your behalf and report back our findings. Plus, MyCorporation includes a business name search for free when we complete your LLC filings on your behalf!

You can learn more about North Carolina business name registration rules Opens in a new window and regulations through the North Carolina Secretary of State.

Tip: A business name check is included with every one of our business formation packages. We check with the state to determine the availability of your business name automatically. You can also conduct a nationwide business name search here.

Most states require that you designate a registered agent for your business, and North Carolina is no exception. A registered agent acts as the state's means to communicate with a business and is responsible for receiving legal and official documents related to the business.

A registered agent can be anyone you wish, with one small caveat. The registered agent must have a physical address in North CarolinaOpens in a new window. In other words, a P.O. Box is not allowed as a registered agent address. This means a member of the Corporation can act as the registered agent if desired, or a third-party registered agent service like MyCorporation can be used.

Why designate a third party to act as my registered agent?

It should be noted that registered agent information is made publicly available. This can cause privacy concerns for business owners who do not wish to list their personal contact information on the internet for everyone to see. It is also common for the registered agent to become a target of spam or robocalls since this private information is relatively easy to obtain.

Another issue that may arise is that in the case of a lawsuit, these documents would be hand delivered directly to the registered agent. In the case that you used your business location for this purpose, this could occur in front of your customers. This is why many business owners opt for a third-party registered agent service such as MyCorporation to act as a registered agent on behalf of their business.

Tip: Our Deluxe and Premium formation packages include a full year of registered agent services for your business. We also offer standalone registered agent services which you can add to your business later.

The state of North Carolina requires you to file Articles of Incorporation (which may be downloaded through the SoS website as a PDF document) to form a Corporation. Articles of Incorporation may be filed online or by mail. They include basic information about the North Carolina Corporation including the company name, business address, mailing address, registered agent name and address, the Corporation's purpose, effective date of the Corporation, and signature of at least one individual acting as an authorized representative. The filing fee is $125 and the Articles of Incorporation must be filed with the Secretary of State.

What information should be included in the Articles of Incorporation?

As noted above, information required in the Articles of Incorporation covers basic information as it pertains to the North Carolina Corporation.

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Corporate bylaws are a detailed set of rules agreed upon and adopted by the board of directors after a corporation is formed, that specify the internal management structure of the corporation. They are typically drafted by the corporation's founder or directors. Corporate bylaws are not submitted to the state.

The state of North Carolina does not require a corporation to create bylaws upon approval of the Certificate of Incorporation, but it is strongly recommended. Bylaws allow a business to maintain consistency in the way it operates and communicate organizational rules to help avoid conflicts and disputes. They cover how directors are elected, meetings are organized, and officer roster and summary of duties. In addition to management, bylaws specify details about ownership rights, annual meetings, and the addition or removal of officers and directors.

If you are not sure how to create corporate bylaws, you can purchase MyCorporation's customized Minutes and Bylaws Package. This kit provides you with the internal documents required to fulfill your corporate formalities and properly operate your business after incorporating.

The board of directors of a corporation are normally elected by the shareholders. However, for a new business, the incorporator (the person who signed the Certificate of incorporation) will often designate the initial directors if there are no initial directors named in the certificate of incorporation. This is done by creating the "Statement of Incorporator" which will list the names and addresses of the initial directors of the business.

The statement of incorporator is then signed by all of the incorporators, which passes all elements of control over to the initial directors. This is filed not with the state, but in a corporate minute book of the incorporation. It is kept as part of the corporate record.

The first meeting of the board of directors is an important time in the life cycle of a corporation. During this meeting, the initial directors of the business will adopt the corporate bylaws, set the fiscal year, and appoint corporate officers. It is also common to authorize the issuance of shares of stock to the founders of your company, usually in exchange for assets.

This meeting, and all future meetings of the board of directors, must be recorded in corporate minutes. Minutes are documents that detail what was discussed and any decisions the business makes during meetings. They are stored with the corporate records.

Corporate minutes are required for all North Carolina corporations by law. Falling behind on keeping and maintain minutes can jeopardize the corporation's liability protection and overall tax advantages. It is important to maintain updated corporate minutes and keep copies of all the signed and approved minutes or actions by unanimous consent from any special or annual meetings of the corporation's shareholders and directors.

Stock is a representation of ownership in your corporation. When your shareholders purchase stock, they are buying a small piece of your business. Although it's not legally required, it is common that most corporations will issue paper stock certificates to their shareholders.

In a private company (not publicly traded on the stock market), you can set the value to each stock however you see fit in your corporate bylaws. For example, one share could be worth $10 or $10,000, either would be completely acceptable. If you have additional questions, you may contact the North Carolina Secretary of State to learn more.

Tip: MyCorporation can help you issue stock certificates for your business, allowing you to raise money by way of outside investment.

According to the Economic Development Partnership of North Carolina, the state of North Carolina does not issue a single business license.

However, that does not mean your North Carolina LLC does not need to apply for relevant licenses and permits. It is advised that you reach out to the North Carolina Secretary of State or call the Business Link North Carolina Opens in a new window team for more information on licenses. They will be able to better determine your business license needs at a state, city, county, and federal level.

In a pinch, you may also use MyCorporation's business license compliance package. Our skilled professionals will do the work for you. We identify all of the licenses required by your business and provide you with the information you need in order to file.

An EIN (also referred to as a Federal Tax ID) is a nine-digit number that is issued by the IRS and used to uniquely identify your business for tax purposes. Think of it as a Social Security Number (SSN) for your business, except an EIN is less sensitive. It is important to wait until the LLC has been approved by the state before applying for an EIN. For that reason, filing for an EIN is one of the last things to do when you are setting up a business.

  • Open business checking, savings, or investment accounts
  • File taxes for the business
  • Complete payroll for employees if applicable
  • Obtain lines of credit and credit cards, as well as "build credit" for your business
  • Apply for applicable business licenses when required.

You will only need a few pieces of information to file including your mailing address and legal business name. You can apply online Opens in a new tab with the IRS by downloading IRS Form SS-4 (PDF) (116 KB), or work alongside a third party organization like MyCorporation to complete an EIN application.

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North Carolina corporation Frequently Asked Questions

In North Carolina, a Professional Corporation (PC) is formed in order to provide professional services within a single profession. Generally, this may include the following professions:

  • Accounting
  • Acupuncture
  • Architecture
  • Chiropractic
  • Clinical social work
  • Dentistry
  • Law
  • Marriage, family, and child counseling
  • Medicine
  • Speech-language pathology and audiology
  • Nursing
  • Optometry
  • Osteopathy
  • Pharmacy
  • Physical therapy
  • Physician assistants
  • Podiatry
  • Psychology
  • Shorthand court reporters

A professional corporation provides the same benefits of a standard Corporation, with the additional formation requirement of proving the business has an effective certificate of registration issued by the governmental agency regulating their profession. Professional corporations are also governed by the agency responsible for overseeing the profession they engage in, and may have rules or limitations on the choice of name or ownership requirements.

According to the State of North Carolina, you must wait 5 to 7 business days to receive a follow-up email about the status of online Corporation filings. Check in with North Carolina's Secretary of State for further updates on document processing dates.

In order to keep your corporation in good standing, there are certain reoccurring requirements that must be met.

  • All corporations must file an Annual Statement with the Department of State each year.
  • Profitable North Carolina corporations must submit and pay required annual tax returns, and pay out estimated corporation taxes.
  • Corporations must hold an annual meeting of the directors logged with corporate minutes.
  • Corporations must hold an annual meeting of the shareholders.

In order to form a corporation in North Carolina, you will be required to pay various fees for services. The breakdown of the required fees is as follows:

  • Articles of Incorporation Filing Fee - $125
  • Articles of Amendment for Business Registered Agent Designation - $35
  • Articles of Validation - $150

In total, expect to set aside at least $310 to form a Corporation in North Carolina.

Businesses organized in other states can foreign qualify to conduct business in North Carolina. For corporations, this means completing and filing an Application of Certificate of Authority. Follow the instructions in North Carolina's Secretary of State portal to register a foreign business in North Carolina Opens in a new window.

Helpful North Carolina Resources

See Our How To Startup Guides for North Carolina

Are you looking for another entity type? We offer several other guides to help you start your business in the state of North Carolina.

If you experience any difficulty in accessing our content, please contact us at 877.692.6772 or email us at accessibility@mycorporation.com.

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