North Carolina Articles of Incorporation
North Carolina articles of incorporation form a corporation by filing Form B-01 with the Secretary of State for $125, setting the name, shares, registered agent, and incorporators. Attorney review available.
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Introduction
North Carolina levies a franchise tax on corporations with a statutory minimum of $200 a year; the founding document that creates the corporation as a separate legal entity is filed with the Secretary of State as Articles of Incorporation (Form B-01). Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation debts. North Carolina law requires the articles to set forth the corporation name, the number of shares it is authorized to issue, the street address and county of its initial registered office with the name of its initial registered agent, its principal office address if any, and the name and address of each incorporator (N.C. Gen. Stat. 55-2-02). The filing fee paid to the Secretary of State is $125. After the corporation is formed, it must file an annual report with the Secretary of State, due by the fifteenth day of the fourth month following the close of its fiscal year, with a fee of $25 on paper or $18 electronic (N.C. Gen. Stat. 55-16-22, 55-1-22). North Carolina also charges a franchise tax collected by the Department of Revenue, with a statutory minimum of $200 (N.C. Gen. Stat. 105-122). DocDraft builds your North Carolina articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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North Carolina forms a business corporation on a dedicated state form, Articles of Incorporation (Form B-01), filed with the Secretary of State to create the corporation as a separate legal entity.
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You file the articles with the North Carolina Secretary of State and pay a $125 filing fee. The Secretary of State is the filing office for forming a North Carolina corporation.
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North Carolina requires the articles to set forth the corporation name, the number of shares it is authorized to issue, the initial registered office and registered agent, the principal office if any, and the name and address of each incorporator (N.C. Gen. Stat. 55-2-02).
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Every North Carolina corporation must continuously maintain a registered office and a registered agent in the state; the agent may be a North Carolina resident or an entity authorized to do business here (N.C. Gen. Stat. 55-5-01).
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North Carolina charges a franchise tax collected by the Department of Revenue, and the statute sets a minimum of $200: in no event may the tax be less than two hundred dollars (N.C. Gen. Stat. 105-122). The tax applies whether or not the corporation is profitable.
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The North Carolina corporation must file an annual report with the Secretary of State, due by the fifteenth day of the fourth month after the close of its fiscal year, with a fee of $25 on paper or $18 electronic (N.C. Gen. Stat. 55-16-22, 55-1-22).
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Articles of incorporation form a corporation. To form a North Carolina limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in North Carolina, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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North Carolina Requirements for Articles of Incorporation
File Form B-01 With the Secretary of State
A North Carolina business corporation is formed by filing Articles of Incorporation (Form B-01) with the North Carolina Secretary of State. The filing fee is $125 (N.C. Gen. Stat. 55-1-22). The corporation legally exists once the Secretary of State files the articles.
Corporate Name Under the Naming Rules
The corporation name in the articles must satisfy the North Carolina naming rules in General Statutes 55D-20 and 55D-21, include a corporate designator, and be distinguishable from other entities on file with the North Carolina Secretary of State.
Authorized Shares
The articles must state the number of shares the corporation is authorized to issue, and a corporation must authorize at least one share. If more than one class or series is authorized, the articles must describe the preferences, limitations, and relative rights of each (N.C. Gen. Stat. 55-2-02, 55-6-01).
Registered Office and Registered Agent
The articles must give the street and mailing address and county of the initial registered office and the name of the initial registered agent. Every North Carolina corporation must continuously maintain a registered office and agent in the state (N.C. Gen. Stat. 55-5-01, 55-2-02).
Incorporators and Principal Office
The articles must set forth the name and address of each incorporator and the principal office address if the corporation has one at the time of incorporation (N.C. Gen. Stat. 55-2-02). The articles may also name the initial directors.
Annual Report to the Secretary of State
The corporation must file an annual report with the Secretary of State by the fifteenth day of the fourth month following the close of its fiscal year, with a fee of $25 on paper or $18 electronic (N.C. Gen. Stat. 55-16-22, 55-1-22). It reports the officers, registered agent, and addresses.
Franchise Tax With a 200 Dollar Minimum
North Carolina charges a franchise tax collected by the Department of Revenue on corporations doing business in the state. The statute sets a floor of $200: in no event may the tax be less than two hundred dollars (N.C. Gen. Stat. 105-122). The tax is owed whether or not the corporation is profitable.
Corporation Versus LLC
Articles of incorporation form a corporation. To form a North Carolina limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.