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
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.
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.
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).
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).
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.
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.
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.
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.
Frequently Asked Questions
In North Carolina, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation debts. A business corporation is formed by filing Articles of Incorporation (Form B-01), which sets out the corporation name, the shares it is authorized to issue, its registered office and registered agent, and the name and address of each incorporator (N.C. Gen. Stat. 55-2-02).
In North Carolina, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and issues no stock. Both are filed with the North Carolina Secretary of State and both form a separate legal entity, but they create different kinds of entities under different chapters of North Carolina law. Choose the one that matches the entity you want to form.
You file the Articles of Incorporation (Form B-01 for a business corporation) with the North Carolina Secretary of State, and the filing fee is $125 (N.C. Gen. Stat. 55-1-22). You can file online or by mail, and the Secretary of State offers expedited processing for an added fee. Once the Secretary of State accepts and files the articles, the corporation legally exists in North Carolina.
North Carolina requires the articles to set forth a corporate name that meets the state naming rules; the number of shares the corporation is authorized to issue; the street and mailing address and county of the initial registered office with the name of the initial registered agent; the principal office address if the corporation has one; and the name and address of each incorporator (N.C. Gen. Stat. 55-2-02). The articles may also name the initial directors.
Every North Carolina corporation must continuously maintain a registered office and a registered agent in the state (N.C. Gen. Stat. 55-5-01). The registered agent can be an individual who resides in North Carolina or a domestic or foreign entity authorized to transact business in the state, and the registered office must be a physical street address in North Carolina. The agent receives legal and official documents on behalf of the corporation.
Yes. North Carolina charges a franchise tax collected by the Department of Revenue on corporations doing business in the state. The C corporation rate is $1.50 per $1,000 of the corporation tax base, and the statute sets a floor: in no event may the tax be less than two hundred dollars, so the minimum franchise tax is $200 (N.C. Gen. Stat. 105-122). The tax is owed whether or not the corporation is profitable, so confirm your amount with the Department of Revenue.
A North Carolina corporation must file an annual report with the Secretary of State that updates the state on its officers, registered agent, and addresses. It is due by the fifteenth day of the fourth month following the close of the corporation fiscal year, so a calendar-year corporation files by April 15 (N.C. Gen. Stat. 55-16-22). The fee is $25 if filed on paper or $18 if filed electronically (N.C. Gen. Stat. 55-1-22). Filing on time keeps the corporation in good standing.
In North Carolina, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the North Carolina articles to exist as a corporation and the bylaws to govern it day to day.