How to File Articles of Incorporation in North Carolina
Decide on a business structure., Select a corporate name., Research the availability of your corporate name., Reserve your corporate name., Access or print the state approved form., Include your corporate name., List a registered office and agent...
Step-by-Step Guide
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Step 1: Decide on a business structure.
The state of North Carolina recognizes several different forms of business entities.
You should consult with an attorney to decide which business structure works best for your needs.
The articles of incorporation addressed in this topic will focus on business corporations, but you may decide to choose a different format:
Sole proprietorship.
This is the simplest and most common structure for many businesses.
The individual operator collects all the profits, but is also responsible for all the obligations and debts of the business.
General partnership.
This is a business formed by two or more partners, who agree to share the costs and responsibilities of operating the business.
Corporation.
A corporation is a separate legal entity.
The corporation itself is responsible for any losses or obligations.
Profits of the corporation are either returned to the corporation as operating costs or are paid out as dividends to shareholders.
Limited liability company (LLC).
An LLC is similar to a corporation in that it separates the owners from the losses or obligations of the business.
There are special tax treatments for LLCs that differ from corporations.
Limited partnership.
A limited partnership is formed by two or more individuals (these may be people or could be other legal entities like corporations).
A limited partnership contains both limited partners and general partners, with the general partners sharing the costs and obligations of the business. -
Step 2: Select a corporate name.
Your corporation needs a name that is distinct from the names of any other corporations operating in North Carolina.
You should select a name that is somewhat descriptive of your operations.
You must include some designation that the business is incorporated.
For example, you need to include the words “corporation,” “limited” or “incorporation,” or the abbreviations “corp.,” “ltd.,” or “inc.” as part of the name., You can use an online search feature at http://www.sosnc.gov/search/index/corp to search the records of the Secretary of State’s office.
This search will produce a list of all the corporations within the state that start with or contain the search terms you enter.Be as precise as you can when entering search terms.
For example, a search for “Tarheel” produced over 1,000 responses.
However, a search for “Tarheel Business Transportation Corp.” reported no conflicts at all. , After you have determined that a name is available, you may reserve it by filing the appropriate application.
You can print the Application to Reserve Business Entity Name at http://www.sosnc.gov/corporations/forms.aspx?PItemId=5465493&Type=BusinessCorporation.
Complete the application form for the reservation, and then submit it by mail to the Secretary of State’s Office, Corporations Division, P.O.
Box 29622, Raleigh, NC 27626-0622.
Include a filing fee of $10, by check made payable to the Secretary of State.
The name reservation is valid for ten years. , The Secretary of State’s website has a page that contains links to most forms that are needed for business use.
This forms page is found at http://www.sosnc.gov/corporations/forms.aspx?PItemId=5465493&Type=BusinessCorporation.
The first item on the list is the “Articles of Incorporation for Business.” You may open this PDF file and then either print it, to complete it on paper, or fill in the information directly on the screen.The provided form is not specifically required.
You may create your own Articles of Incorporation, if you wish.
The provided form includes the minimum information that is required to create a corporation in North Carolina.
You may wish to consult with an attorney to determine if you wish to include additional terms. , This must be a name that is available, resulting from your search of the business names records of the Secretary of State’s office.
Even that search does not guarantee that your name will be accepted.
You will need to wait for final filing, review and certification of your Articles of Incorporation before you can be certain that the name is accepted., A registered agent is an individual who will accept service of legal papers on behalf of your corporation.
The registered agent may be an individual or another business that professionally performs this service., An incorporator is the person, or people, who prepares, signs and files the Articles of Incorporation.
You need to include the name and address of each incorporator., You must provide the street address and county where the corporation’s principal office is located.
The principal address is the location of the offices of the corporation.
This may or may not be the same as the mailing address., The next section is for the inclusion of certain provisions that are optional.
You may wish to consult with an attorney to decide whether these optional provisions serve the purposes of your corporation.
Some standard optional provisions include:a statement of the purpose of the corporation the names and addresses of the initial directors of the corporation provisions relating to the management structure of the corporation provisions that limit, regulate or define the powers and duties of directors, officers, or managers provisions defining the rights and responsibilities of shareholders provisions that limit personal liability of directors of the corporation for their official duties , At least one of the incorporators must sign the final copy of the Articles of Incorporation.
Without a signature, the Articles will not be accepted.If the Articles of Incorporation are prepared and filed by an attorney acting for the corporation, the attorney should indicate with the signature that he or she is acting in the capacity as attorney. , You will need to make sure that you have a final copy of the Articles of Incorporation, consisting of all sections and any attached documents or additional information., The filing fee for the Articles of Incorporation is $125.
This is payable by check or money order, or in cash if you are filing in person.
Checks or money orders should be made payable to the North Carolina Department of the Secretary of State., If you wish to mail your submission, send it to Secretary of State, Corporations Division, P.O.
Box 29622, Raleigh, NC 27626-0622.If you are filing by mail, you should include a copy of the Articles of Incorporation.
The copy will be certified as received and will be returned to the address provided for the incorporator. , If you wish to file in person, take an original and a copy of the Articles of Incorporation to the address of the Corporations Division, at 2 South Salisbury Street, Raleigh, NC 27601-2903.
You will file the original and receive a stamp on the copy to verify its filing. -
Step 3: Research the availability of your corporate name.
-
Step 4: Reserve your corporate name.
-
Step 5: Access or print the state approved form.
-
Step 6: Include your corporate name.
-
Step 7: List a registered office and agent.
-
Step 8: Give the name of the incorporator(s).
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Step 9: Identify the corporation’s principal office.
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Step 10: Include any optional provisions that you wish.
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Step 11: Sign the completed Articles of Incorporation.
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Step 12: Prepare a final copy of the Articles of Incorporation.
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Step 13: Prepare the filing fee.
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Step 14: Send the Articles of Incorporation and filing fee by mail.
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Step 15: Alternatively
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Step 16: file the Articles of Incorporation in person.
Detailed Guide
The state of North Carolina recognizes several different forms of business entities.
You should consult with an attorney to decide which business structure works best for your needs.
The articles of incorporation addressed in this topic will focus on business corporations, but you may decide to choose a different format:
Sole proprietorship.
This is the simplest and most common structure for many businesses.
The individual operator collects all the profits, but is also responsible for all the obligations and debts of the business.
General partnership.
This is a business formed by two or more partners, who agree to share the costs and responsibilities of operating the business.
Corporation.
A corporation is a separate legal entity.
The corporation itself is responsible for any losses or obligations.
Profits of the corporation are either returned to the corporation as operating costs or are paid out as dividends to shareholders.
Limited liability company (LLC).
An LLC is similar to a corporation in that it separates the owners from the losses or obligations of the business.
There are special tax treatments for LLCs that differ from corporations.
Limited partnership.
A limited partnership is formed by two or more individuals (these may be people or could be other legal entities like corporations).
A limited partnership contains both limited partners and general partners, with the general partners sharing the costs and obligations of the business.
Your corporation needs a name that is distinct from the names of any other corporations operating in North Carolina.
You should select a name that is somewhat descriptive of your operations.
You must include some designation that the business is incorporated.
For example, you need to include the words “corporation,” “limited” or “incorporation,” or the abbreviations “corp.,” “ltd.,” or “inc.” as part of the name., You can use an online search feature at http://www.sosnc.gov/search/index/corp to search the records of the Secretary of State’s office.
This search will produce a list of all the corporations within the state that start with or contain the search terms you enter.Be as precise as you can when entering search terms.
For example, a search for “Tarheel” produced over 1,000 responses.
However, a search for “Tarheel Business Transportation Corp.” reported no conflicts at all. , After you have determined that a name is available, you may reserve it by filing the appropriate application.
You can print the Application to Reserve Business Entity Name at http://www.sosnc.gov/corporations/forms.aspx?PItemId=5465493&Type=BusinessCorporation.
Complete the application form for the reservation, and then submit it by mail to the Secretary of State’s Office, Corporations Division, P.O.
Box 29622, Raleigh, NC 27626-0622.
Include a filing fee of $10, by check made payable to the Secretary of State.
The name reservation is valid for ten years. , The Secretary of State’s website has a page that contains links to most forms that are needed for business use.
This forms page is found at http://www.sosnc.gov/corporations/forms.aspx?PItemId=5465493&Type=BusinessCorporation.
The first item on the list is the “Articles of Incorporation for Business.” You may open this PDF file and then either print it, to complete it on paper, or fill in the information directly on the screen.The provided form is not specifically required.
You may create your own Articles of Incorporation, if you wish.
The provided form includes the minimum information that is required to create a corporation in North Carolina.
You may wish to consult with an attorney to determine if you wish to include additional terms. , This must be a name that is available, resulting from your search of the business names records of the Secretary of State’s office.
Even that search does not guarantee that your name will be accepted.
You will need to wait for final filing, review and certification of your Articles of Incorporation before you can be certain that the name is accepted., A registered agent is an individual who will accept service of legal papers on behalf of your corporation.
The registered agent may be an individual or another business that professionally performs this service., An incorporator is the person, or people, who prepares, signs and files the Articles of Incorporation.
You need to include the name and address of each incorporator., You must provide the street address and county where the corporation’s principal office is located.
The principal address is the location of the offices of the corporation.
This may or may not be the same as the mailing address., The next section is for the inclusion of certain provisions that are optional.
You may wish to consult with an attorney to decide whether these optional provisions serve the purposes of your corporation.
Some standard optional provisions include:a statement of the purpose of the corporation the names and addresses of the initial directors of the corporation provisions relating to the management structure of the corporation provisions that limit, regulate or define the powers and duties of directors, officers, or managers provisions defining the rights and responsibilities of shareholders provisions that limit personal liability of directors of the corporation for their official duties , At least one of the incorporators must sign the final copy of the Articles of Incorporation.
Without a signature, the Articles will not be accepted.If the Articles of Incorporation are prepared and filed by an attorney acting for the corporation, the attorney should indicate with the signature that he or she is acting in the capacity as attorney. , You will need to make sure that you have a final copy of the Articles of Incorporation, consisting of all sections and any attached documents or additional information., The filing fee for the Articles of Incorporation is $125.
This is payable by check or money order, or in cash if you are filing in person.
Checks or money orders should be made payable to the North Carolina Department of the Secretary of State., If you wish to mail your submission, send it to Secretary of State, Corporations Division, P.O.
Box 29622, Raleigh, NC 27626-0622.If you are filing by mail, you should include a copy of the Articles of Incorporation.
The copy will be certified as received and will be returned to the address provided for the incorporator. , If you wish to file in person, take an original and a copy of the Articles of Incorporation to the address of the Corporations Division, at 2 South Salisbury Street, Raleigh, NC 27601-2903.
You will file the original and receive a stamp on the copy to verify its filing.
About the Author
Ann Simmons
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