North Carolina Incorporation

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How to Incorporate in North Carolina

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If you’re looking to incorporate in North Carolina, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.


Paperwork Cost Time
  • Form B-01: Articles of Incorporation for Business
  • Form BE-01: Cover Sheet for Corporate Filings
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form NC-BR: Business Registration Application for Income Tax Withholding, Sales and Use Tax, and Machinery and Equipment Tax
  • Incorporation: $125 + optional $100-$200 expedite fee
  • Incorporation: ~5-7 business days. 24 hours for $100 expedite fee. Same day for $200 expedite fee (submit by noon).

How to Incorporate in North Carolina

1 Choose a corporate structure

Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in North Carolina".

Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in North Carolina".

C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

2 Check Name Availability

The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

Name Search:
NC Department of State Corporate Name Search
Name Reservation:
Optional
Suffix:
The name of a corporation must contain the word "corporation", "incorporated", "company", or "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.". NC General Statutes § 55D-20(a)
3 Appoint a Registered Agent

Identify the corporation’s North Carolina registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

4 File North Carolina Articles of Incorporation

File the articles of incorporation to create your corporation.

Agency:North Carolina Secretary of State - Business Registration Division
Form:

B-01: Articles of Incorporation for Business

Instructions:

Incorporating Your Business in North Carolina

Filing method:

Mail, in-person, or online by uploading the signed document

Agency fee:

$125 + optional $100-200 expedite fee

Turnaround:

~5-7 business days. 24 hours for $100 expedite fee. Same day for $200 expedite fee (submit by noon).

Law:

North Carolina Business Corporations Act

Original Ink:Not required
Notarize:Not required
5 Establish Bylaws & Corporate Records

Your corporation must keep correct and complete books and records.

A corporation shall keep as permanent records minutes of all meetings of its incorporators, shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
N.C. Gen. Stat. §55-16-01

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation (N.C. Gen. Stat. §55-2-06). You will review and ratify the bylaws at your first board of directors meeting.

6 Appoint Initial Directors

The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

7 Hold Organizational Meeting

Hold the organizational meeting of the incorporators or initial directors, which may be held within or outside of North Carolina. Keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Directors Officers
  • Number: One or more required.
  • Qualifications: None.
  • Quorum: Majority of directors, unless articles of incorporation or bylaws fixes a different number. No less than one third.
  • As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
8 Issue Stock Certificates

The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Shareholders Annual Shareholder Meeting
  • Qualifications: N/A
  • Stock Certificate: Not required.
  • Voting Trusts Allowed:
  • Required: Yes.
  • Action by written consent: Allowed if by all shareholders entitled to vote on the action. Artiticles of incorporation may provide if enough shareholders consent to equal the number required to take action by vote.
9 Get a Federal Employer Identification Number (EIN)

Your corporation must obtain an EIN regardless of whether it will hire employees.

Submit to:
Internal Revenue Service
http://www.irs.gov/
Form:
IRS Form SS-4
Guidance:
IRS Pub 1635: Understanding Your EIN
Filing Method:
Mail, phone, fax, or apply online with the IRS
Fee:
$0
Turnaround:
Immediately online
Notes:
The IRS website is only available during certain hours. Print your EIN before closing your session.
10 Get North Carolina State Tax Identification Numbers/Accounts

The NC Secretary of State automatically notifies the NC Department of Revenue of your formation. The Department of Revenue send you a six-part questionnaire (Form CD-345) to be used for determination of tax status in regards to corporate and franchise taxes.

For other state taxes, North Carolina offers a consolidated state tax registration application:

Submit to:
North Carolina Department of Revenue
http://www.dornc.com/
Form:
Form NC-BR: Business Registration Application for Income Tax Withholding, Sales and Use Tax, and Machinery and Equipment Tax
Filing Method:
Mail or online
Fee:
$0

Additional registrations might be required for other NC business tax types.

11 Consider Electing S-Corp Taxation

By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

  • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
  • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
12 Obtain Business Licenses & Permits

To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

13 Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

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