Key Takeaways

  • To form a North Carolina LLC, file Articles of Organization with the North Carolina Secretary of State and pay the $125 filing fee.
  • The LLC name must include “LLC” or “Limited Liability Company” and be distinguishable from existing entities.
  • An operating agreement is not legally required but highly recommended to outline member roles and ownership.
  • LLCs must designate a registered agent with a physical North Carolina address to receive legal correspondence.
  • Annual reports are due by April 15 each year with a $200 filing fee.
  • Business licenses, state taxes, and EIN registration are additional steps for compliance.
  • Foreign LLCs must apply for a Certificate of Authority and provide a certificate of good standing from their home state.

The North Carolina Secretary of State LLC process begins with its Articles of Incorporation, which define the corporation from its inception. The Articles of Incorporation is a legal document that satisfies certain requirements made by the state.

Consulting an Attorney Before Forming an LLC

Before starting a North Carolina LLC, it’s highly recommended to speak with an attorney. A lawyer can help you understand the various business structures available—such as LLCs, corporations, and partnerships—and determine which option best fits your goals, liability preferences, and tax situation. Legal guidance is especially helpful when drafting operating agreements or preparing formation documents to ensure full compliance with state regulations.

Types of Business Structures in North Carolina

When forming a business in North Carolina, entrepreneurs can choose from several structures. The most common types are sole proprietorships, general partnerships, corporations, and limited liability companies (LLCs). Each structure varies in terms of liability protection, taxation, and management flexibility. For example, LLCs offer personal liability protection and pass-through taxation, while corporations provide strong liability protection but are subject to more complex filing and tax requirements.

Sales Tax Requirements for LLCs Selling Products

If your North Carolina LLC will be selling physical products or taxable services, you must register with the North Carolina Department of Revenue (NCDOR). This registration allows your business to collect and remit state sales and use tax. Failing to register can result in penalties and compliance issues. The NCDOR website provides online registration options and guidance to ensure your LLC meets all necessary tax obligations before conducting business.

Information on Forming a North Carolina LLC

  • Begin the process of forming a North Carolina LLC by selecting a business name. Using the database at the North Carolina Secretary of State website, you can search names for availability.
  • When creating the LLC name, there are restricted words that require additional paperwork, such as attorney, university, or doctor. Prohibited words such as FBI, Treasury, and Secret Service cannot be used, as they would cause confusion between your LLC and federal or state agencies.
  • LLC, L.L.C., limited liability co, or limited liability company must be included in the name, according to state law.
  • Once you've determined the desired name is available, you have the option of reserving it for 120 days. To reserve a business name with the SOS, fill out and mail an application, along with the $30 filing fee.
  • You may want to register the name of your LLC as a state or federal trademark.
  • Two other things to consider are reserving your LLC name as a domain name and getting an email address separate from your personal account. 
  • Consider creating an operating agreement for the LLC. While the agreement is not a requirement by the state, it is recommended that one is created. 

Naming and Registering Your North Carolina LLC

When naming your North Carolina LLC, you must ensure the name is unique and compliant with state law. The Secretary of State (SOS) database allows you to check for name availability online. Your business name must include a designator such as “LLC,” “L.L.C.,” or “Limited Liability Company.” Names that imply affiliation with a government agency, such as “FBI” or “Treasury,” are prohibited.

Once you confirm availability, you can reserve your LLC name for 120 days by submitting an application and a $30 filing fee. This reservation prevents others from registering your chosen name during that period. You may also want to register your name as a trademark in North Carolina or federally to protect your brand identity.

In addition to your legal name, consider securing a domain name and professional business email. Many North Carolina LLC owners also file for a DBA (Doing Business As) if they plan to operate under a different trade name.

Steps for Filing a North Carolina LLC

North Carolina has rules and requirements in place for forming an LLC to ensure it is properly set up and maintained.

  • The articles of organization must be filed with the SOS when creating an LLC. The articles require certain information such as the name and address of the LLC; the dissolution date of the LLC, if applicable; whether the LLC will be manager-managed or member-managed; the registered agent's name; and names and addresses of the members who signed the articles. 
  • It is a requirement by the State of North Carolina that an agent for service of process is assigned to the LLC. The agent is an individual or business entity that accepts legal papers on behalf of the LLC in the event the company is sued.
  • Regulatory and tax requirements you may need to fulfill include obtaining a state or local business license and applying for an Employer Identification Number (EIN) for LLCs with more than one member.
  • An annual report is required by the state for foreign and domestic LLCs. The filing fee is currently $200.
  • If filing to do business in North Carolina as a foreign LLC, a registered agent must be appointed and must be physically located in North Carolina.
  • An Application for Certificate of Authority for a Limited Liability Company must be submitted to the SOS along with a $250 filing fee by the foreign LLC. A certificate of legal existence or of good standing provided by the home state of the LLC must accompany the Certificate of Authority application. The validation of legal existence or good standing must be no more than six months old.
  • If the name chosen by the foreign LLC is not available in the North Carolina business name database, the foreign LLC must use a fictitious name within the state. When submitting the initial paperwork to the SOS, a copy of the resolution to adopt a fictitious name agreed to by the LLC's manager should be attached to the application.

Filing the Articles of Organization

To officially form your LLC, file the Articles of Organization with the North Carolina Secretary of State’s Business Registration Division. The filing fee is $125, and you can submit the form online or by mail.

The Articles must include:

  • The LLC name and principal office address
  • The registered agent’s name and physical address
  • Whether the company is member-managed or manager-managed
  • The name and signature of the organizer

The processing time is typically five to ten business days for mail filings and three to five days for online submissions. Expedited options are available for an additional fee.

Once approved, the SOS will issue a Certificate of Organization, officially recognizing your LLC’s existence.

Operating Agreement and Organizational Structure

Although not required by the state, drafting an operating agreement is highly recommended. This document outlines ownership percentages, voting rights, profit distribution, and management responsibilities. Having a written agreement can prevent future disputes between members and serve as proof of your LLC’s structure for banking and legal purposes.

If your LLC will have employees or more than one member, you should also obtain an Employer Identification Number (EIN) from the IRS. This is required for hiring employees, opening a business bank account, and filing taxes.

Compliance and Reporting Requirements

After forming your LLC, maintain good standing with the North Carolina Secretary of State by filing an annual report each year by April 15. The filing fee is $200. Reports can be submitted online through the SOS website. Failure to file can lead to administrative dissolution.

Depending on your business activities, you may also need to:

  • Register for state taxes with the North Carolina Department of Revenue (NCDOR)
  • Obtain business licenses or permits from your local city or county government
  • File and pay sales and use tax if you sell taxable goods or services

Foreign LLCs—those formed outside North Carolina but doing business in the state—must submit an Application for Certificate of Authority and include a certificate of good standing from their home jurisdiction. The filing fee is $250.

Frequently Asked Questions

1. What is the cost to start a North Carolina LLC? The filing fee for Articles of Organization is $125. Annual reports cost $200, and additional expenses such as registered agent fees or licenses may apply.

2. How long does it take to form an LLC in North Carolina? Processing typically takes 3–10 business days, depending on whether you file online or by mail. Expedited services can reduce this to 24 hours.

3. Do I need an operating agreement for my LLC? While not required, it’s highly advisable to create one to define member roles and protect your business structure.

4. What taxes does a North Carolina LLC pay? Most LLCs are pass-through entities and pay income tax on members’ returns. However, LLCs taxed as corporations must pay the state corporate income tax.

5. Do foreign LLCs need to register with the Secretary of State? Yes. Out-of-state LLCs must obtain a Certificate of Authority before conducting business in North Carolina.

If you need help with a North Carolina secretary of state LLC, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.