How to Form an LLC in North Carolina

Two chapters govern a North Carolina LLC

North Carolina splits its LLC law, and the split decides where a citation belongs. Chapter 57D, the "North Carolina Limited Liability Company Act," carries formation, the annual report, operating agreements and the LLC fee table. Filing mechanics sit elsewhere: under § 57D-1-20(a), a document required or permitted by that chapter to be filed by the Secretary of State "must be filed as provided in Chapter 55D of the General Statutes." Name rules are in Article 3 of Chapter 55D, registered agent rules in Article 4.

Three facts shape the first year. The annual report costs $200 and falls on a fixed April 15. Professional limited liability companies are excluded from it. And a missed report draws no monetary penalty; it starts a countdown to administrative dissolution.

Filing the articles of organization

An LLC is formed by delivering executed articles of organization to the North Carolina Secretary of State (§ 57D-2-20(a)). The state form is L-01 and the fee is $125 under § 57D-1-22(a)(1), which sets no method-dependent amount. Filing online adds a non-refundable electronic filing fee, $3 for credit cards and $2 for ACH. Filings go to the Business Registration Division, and paper goes to Post Office Box 29622, Raleigh, North Carolina 27626-0622. Registering a company formed elsewhere is a separate filing; see foreign LLC registration in North Carolina.

What the articles must contain

Section 57D-2-21(a) lists five items: a name satisfying the Chapter 55D name rules; the name and address of each person executing the articles, and whether that person signs as a member or an organizer; the street address, mailing address if different, and county of the initial registered office, plus the initial agent's name; the same address detail for the principal office, if any; and, for a professional LLC, the professional services to be rendered.

Two of those are lighter than they look. A principal office is required only "if any," and form L-01 offers a checkbox for "The limited liability company does not have a principal office." Purpose is not required content; the form treats it as an example of other provisions the company "elects to include," attached at the filer's option.

Processing time and expedited service

The Secretary of State publishes one formation turnaround, on its Business Registration page under "Turn-Around Times": Entity Creation, 5 to 10 business days.

Expedite prices come from § 55D-11. Filing by the end of the same business day costs $200 and requires a document received by 12:00 noon; filing within 24 hours costs $100, excluding weekends and holidays. An expedited filing may be requested "only at the time the document is submitted." A document may also be sent for advisory review before submission for $200, completed within 24 hours excluding weekends and holidays (§ 55D-12).

Naming the LLC

Section 55D-20(a)(2) permits six endings: "limited liability company," "L.L.C.," "LLC," "ltd. liability co.," "limited liability co." and "ltd. liability company." The name must be distinguishable upon the records of the Secretary of State from existing entity names, from names reserved or registered under Chapter 55D, and from fictitious names adopted by foreign entities (§ 55D-21(b)).

A dissolved entity holds its name for 120 days after a nonjudicial dissolution, five years after an administrative dissolution, and 120 days after a judicial dissolution becomes final (§ 55D-21(d)). A reservation runs for "a nonrenewable 120-day period" (§ 55D-23(a)) and costs $10 for an LLC name under § 57D-1-22(a)(2) and the Limited Liability Companies section of the fee schedule.

Assumed business names

An assumed business name is not a Secretary of State filing here. Section 66-71.4(a) requires a certificate with the register of deeds of the county where the person is or will be engaged in business, and where business is done in several counties "filing is required in only one of those counties." Up to five assumed names fit on one certificate, and a change to any required information calls for a certificate of amendment within 60 days. Each register of deeds transmits a scanned certificate within 30 days to the Secretary of State's statewide searchable database.

Registered agent and registered office

Each LLC must continuously maintain a registered office and registered agent as required by Article 4 of Chapter 55D (§ 57D-2-40). The agent may be an individual residing in the State, or a domestic or authorized foreign corporation, nonprofit corporation or LLC, and in every case the agent's business office must be identical with the registered office. Section 55D-30(b) states the agent's whole duty: "The sole duty of the registered agent to the entity is to forward to the entity at its last known address any notice, process, or demand that is served on the registered agent."

No agent consent is filed with the articles, but a later change requires one: § 55D-31(a) calls for the new agent's written consent, on the statement of change or attached to it. That statement is form BE-06 and costs $5, and an agent's resignation carries no fee, terminating the appointment on the 31st day after the statement is filed (§ 55D-32(c)). The change can instead ride on the annual report (§ 55D-31(c)), although the Secretary of State notes: "You may need to mail the annual report if you are changing the Registered Agent Name." Being without an agent or office for 60 days or more, or failing to notify the Secretary of State within 60 days of a change, resignation or discontinuance, is a ground for administrative dissolution (§ 57D-6-06(a)(3), (4)). More at registered agent in North Carolina.

The April 15 annual report

Every LLC and every foreign LLC authorized to transact business in the State delivers an annual report to the Secretary of State (§ 57D-2-24(a)). The first is due by April 15 of the year following the calendar year in which the articles became effective, and the due-date chart gives the rule after that: "Your report is due on April 15th of each year after the year of creation."

The fee is $200 on paper. Online the chart shows $203, the difference being the $3 electronic filing fee for credit cards; ACH carries $2 instead, for $202. For a year with no business, the Secretary of State's answer is: "Yes. The annual report is required as long as the entity is in existence."

A paper report can take "up to 180 days from the day you submit the report until it is filed," while submitting online "provides immediate filing." Paper reports go to P.O. Box 29525, Raleigh, NC 27626-0525, not the box that takes the articles. Where more than 50% of the business is owned by a deployed service member, an Affidavit of Deployment filed before deployment moves the due date to 90 days after the deployment ends.

What happens when a report is missed

No fee happens. Neither § 57D-1-22 nor the Secretary of State's fee schedule carries a late or penalty item for the annual report; its penalties section reaches only unpaid paper invoices and returned checks.

Failure to deliver the report on or before the 60th day after it is due becomes a ground for administrative dissolution (§ 57D-6-06(a)(2)). Dissolution is not automatic: the Secretary of State must first mail a Notice of Grounds, and the LLC then has 60 days to correct each ground or show that it does not exist. The office's manual calls that notice a postcard warning of possible dissolution.

Coming back is an application, form L-08, for $100, and it requires satisfying all grounds, including filing any delinquent annual reports and paying their fees. A lapse therefore costs the $100 plus the fee for every report never filed. Reinstatement then relates back to and takes effect as of the date of the administrative dissolution, subject to the rights of anyone who reasonably relied to their prejudice on the certificate of dissolution. Closing on purpose runs on a different track; see dissolving a North Carolina LLC.

Professional LLCs

Section 57D-2-02 governs professional LLCs and applies Chapter 55B. The name must comply with Article 3 of Chapter 55D and in addition carry "Professional," "P.L.L.C." or "PLLC," and formation runs on a separate document, form PLLC-02, also $125. The annual report section opens by "Excluding professional limited liability companies governed by G.S. 57D-2-02," so a professional LLC files no annual report.

State taxes that reach an LLC

The franchise tax does not reach an ordinary LLC. It is levied on corporations, and the definition in § 105-114(b)(2) takes in a limited liability company only where the company "elects to be taxed as a corporation under the Code."

An LLC taxed as a partnership that does business in the State and must file a federal return files a North Carolina information return, and pays with it the tax on each nonresident owner's share of income at the individual rate in § 105-153.7 (§ 105-154(c), (d)). The Department of Revenue publishes that rate as 4.25% for taxable years beginning in 2025 and 3.99% for taxable years after 2025, with "additional rate changes" possible for years beginning with 2027 "based on certain rate reduction triggers" in Session Law 2023-134. Sellers register with the same department, which charges no fee for a certificate of registration. The general State sales and use tax rate is 4.75%, with local and transit rates on top for most items. More at North Carolina LLC taxes.

A second agency can switch the company off. An LLC that fails for 90 days to file a required report or return, or to pay a required tax or fee, has its articles of organization suspended and its powers terminated, and any act attempted during the suspension is "invalid and of no effect" unless it is reinstated (§ 105-230). Lifting the suspension means paying all State taxes, fees and penalties due plus a $25 reinstatement fee to the Secretary of Revenue, and it relates back to the suspension date (§ 105-232).

Licenses and permits

There is no statewide general business license. The Secretary of State's manual states that North Carolina "has no single generic business license that will ensure compliance with all requirements," counts "over 700 regulatory, state-issued and occupational licenses and permits," and routes questions to Business Link North Carolina, a free service run with the Department of Commerce at 1-800-228-8443. One category was subtracted: the Department of Revenue states that "effective July 1, 2024, professional privilege licenses are no longer required," while licenses remain required for loan agencies, pawnbrokers and check casher companies.

Operating agreement and EIN

The definition here is wider than a signed document. Section 57D-1-03(23) covers "any agreement concerning the LLC or any ownership interest in the LLC to which each interest owner is a party or is otherwise bound as an interest owner," and provides that it "may be in any form, including written, oral, or implied, or any combination thereof." Oral or implied terms may not override contrary written terms to the detriment of non-parties who reasonably rely on them (§ 57D-2-30). Nothing is filed with the State, and the fee table has no entry for one. See the operating agreement guide.

An employer identification number comes from the IRS rather than from a North Carolina agency. The EIN guide sets out the application steps.

Frequently asked questions

What does it cost to file North Carolina articles of organization?

The fee is $125.00 under N.C. Gen. Stat. 57D-1-22(a)(1), and the statute sets no separate price for mail or online filing. Filing online adds a non-refundable electronic filing fee of $3.00 for credit cards or $2.00 for ACH transactions.

When is the North Carolina LLC annual report due?

By April 15 of the year following the calendar year in which the articles of organization became effective, and by April 15 of each year after that. The fee is $200.00 on paper, $203.00 online by credit card and $202.00 online by ACH.

Is there a late fee for a missed North Carolina annual report?

No. Neither N.C. Gen. Stat. 57D-1-22 nor the Secretary of State's fee schedule carries a late or penalty item for the annual report. Failure to deliver the report by the 60th day after it is due is instead a ground for administrative dissolution.

Do professional LLCs file a North Carolina annual report?

No. N.C. Gen. Stat. 57D-2-24(a) opens by excluding professional limited liability companies governed by 57D-2-02, and the Secretary of State's FAQ lists professional limited liability companies among businesses that do not have to file annual reports.

How long does the North Carolina Secretary of State take to create an entity?

The Secretary of State publishes one formation turnaround on its Business Registration page: Entity Creation, 5 to 10 business days. Filing by the end of the same business day costs $200.00 for a document received by 12:00 noon, and filing within 24 hours costs $100.00.

Where does a North Carolina LLC file an assumed business name?

With the register of deeds of a county where the person is or will be engaged in business, not with the Secretary of State. If business is done in several counties, filing is required in only one of them.