An NC Sec of State LLC must be in compliance with regulations in place at the federal, state, and local level. Legally forming a limited liability company in North Carolina requires several steps beginning with naming the LLC.

Forming a North Carolina Limited Liability Company

  • Follow the naming guidelines for North Carolina as per Section 55D-20, which states only one type of designator is allowed: LLC, L.L.C., Ltd. Liability Co., Limited Liability Company, Ltd. Liability Company., and Limited Liability Co.
  • Some words are considered restricted requiring extra paperwork and may require a person with a license, such as a doctor or a lawyer, be part of the limited liability company.
  • Prohibited words within the LLC name would be those that would confuse your LLC with a state or federal agency such as the Secret Service, Treasury, FBI, etc.
  • Create a name that is distinguishable from those already filed with the Secretary of State (SOS).
  • Use the business search option at the SOS website to determine if the name is available.
  • If available, you have the option of filing an Application to Reserve a Business Entity with the SOS. The name will be reserved for up to 120 days.
  • Nominate a person or company to be the registered agent responsible for receiving "Service of Process" aka legal mail, on behalf of your LLC. A registered agent is required under North Carolina law.
  • The registered agent must either reside in North Carolina or be a corporation authorized by the state to do business. The address of the registered agent must be a physical street address; P.O. Boxes are not allowed.
  • You must draft and file Articles of Organization and a cover sheet with the SOS. 

Drafting the Articles of Organization

Forming a limited liability company includes filing its Articles of Organization.

  • The form can be filed online or by mail.
  • On the form, you will choose if the LLC is manager-managed or member-managed.
  • Information required includes the name and address of the person filing the articles and if they are an organizer or a member.
  • Fill out all applicable information. Once submitted along with the applicable fees, the approval process can take 7-10 days.
  • You will receive a notification by mail if there are any corrections that need to be made. If there are no problems with the articles, you'll receive a certified copy confirming the LLC is a legally formed business in North Carolina.
  • Keep the certified copy for your LLC with your business records.

General Information About a North Carolina LLC

  • An operating agreement is not a requirement to form an LLC, but it is recommended that you create one.
  • The agreement outlines the ownership and the procedures to be used in the operation of the LLC.
  • If the limited liability company has more than one member, an Employer Identification Number (EIN) must be obtained from the Internal Revenue Service.
  • A one-member LLC must have an EIN if you have elected to have the business taxed as a corporation versus a sole proprietorship. The EIN is required when you file state and federal taxes.
  • You will need to register for state withholding tax and unemployment insurance tax if you hire employees for your LLC. File for the withholding tax with the North Carolina Department of Revenue, and the unemployment insurance tax with the North Carolina Division of Employment Security.
  • If taxable goods will be sold via the LLC, you must register for North Carolina Sales Tax through the Department of Revenue.
  • For specific business types, additional sales tax may apply.

FAQs

  • Am I required to have a website and separate email address to form a limited liability company?

No. Neither is a requirement by the Secretary of State. Acquiring the domain name prevents anyone else from acquiring or using it. An email address provides you with a separate location for documents related to your LLC. 

  • Where can I get information about licenses and permits for a limited liability company?

The U.S. Small Business Administration provides a guide to federal business permits and licenses. The North Carolina Business Development website provides resources regarding permits, and you can contact your local Chamber of Commerce for information, permits, and licenses.

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