Forming a Limited Liability Company (LLC) provides a business structure that blends the limited liability of a corporation with the simplicity of a partnership or sole proprietorship. Here are the steps to form an LLC in North Carolina:
Step 1: Choose a Name for Your North Carolina LLC
Your LLC's name should be unique and not already registered with the North Carolina Secretary of State. Name availability can be checked through the North Carolina Secretary of State business name database. The name must contain certain terms or their abbreviations such as 'Limited Liability Company', 'LLC', or 'ltd. liability co.'.
You can reserve a name for 120 days by filing an Application to Reserve a Business Entity Name with the North Carolina Secretary of State. The application must be mailed with a filing fee of $30.
For those wanting to use an assumed name, or D.B.A., instead of the LLC's legal name, you must register this with the county where your LLC operates. This requires filing an Assumed Business Name Certificate with the county register of deeds and a $26 filing fee.
Step 2: Appoint a Registered Agent for Your LLC
Your LLC must have an agent for service of process in North Carolina. This can be a resident or a business entity authorized to do business in the state, and they must have a physical street address in North Carolina.
Step 3: File Articles of Organization
To create a North Carolina LLC, file the Articles of Organization with the North Carolina Secretary of State, Business Registration Division. This document includes the LLC's name, the names and addresses of the signatories, the registered agent's name and address, the LLC's contact details, and the effective date. It can be filed online or by mail, with a filing fee of $125.
Step 4: Prepare an Operating Agreement for Your North Carolina LLC
An operating agreement, although not required, is recommended. It outlines the rights, powers, duties, and obligations of the members. This is an internal document and not filed with the Secretary of State.
The operating agreement should specify whether your LLC will be member-managed or manager-managed. The former implies all owners participate in running the business, while in the latter, only certain members or non-members participate in managing the business.
Step 5: Get an E.I.N. & Comply With Other Tax & Regulatory Requirements
If your LLC has multiple members, you must obtain an I.R.S. Employer Identification Number (E.I.N.), even without employees. Single-member LLCs require an E.I.N. if they will be taxed as a corporation. The E.I.N. can be obtained for free by completing an online application on the I.R.S. website.
Depending on its nature and location, your LLC may need other local and state business licenses or permits. Consult local clerks and state boards for this information.
If your LLC will have employees or will collect sales tax, you'll need to register with the North Carolina Department of Revenue (DOR). You can register online for most taxes on the DOR website.
Step 6: File Annual Reports With the North Carolina Secretary of State
All North Carolina LLCs must file an annual report with the North Carolina Secretary of State. If your LLC is formed on or before April 15th, your first annual report is due by the end of the same year. If the LLC is formed after April 15th, your first annual report is not due until April 15 of the next year.
The report can be filed online or by mail, with a filing fee of $202 (or $200 for mail filings).
By forming an LLC in North Carolina, you gain the advantages of limited personal liability, management flexibility, and relative simplicity of formation and maintenance. As always, consider the pros and cons before moving ahead.
Novo Platform Inc. strives to provide accurate information but cannot guarantee that this content is correct, complete, or up-to-date. This page is for informational purposes only and is not financial or legal advice nor an endorsement of any third-party products or services. All products and services are presented without warranty. Novo Platform Inc. does not provide any financial or legal advice, and you should consult your own financial, legal, or tax advisors.
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