North Carolina Foreign Registration B-09 for corporations

Filing Form B-09 as a foreign corporation in North Carolina

Form B-09 is the Application for Certificate of Authority that a foreign business corporation files for $250 under G.S. 55-15-03. It has 12 numbered items, and with 24-hour filing it comes to $350. Preparation costs $199 in addition to the state charges.

Form B-09 summary

Filed by: A business corporation incorporated outside North Carolina
State fee: $250; $350 with 24-hour filing; $450 same day
Attachment: An original certificate of existence under 6 months old
If the name is unavailable: A resolution of the board, signed off by the secretary, adopting the replacement name
Annual report afterwards: $25 on paper, $21 online
Send to: P.O. Box 29622, Raleigh, NC 27626-0622

The twelve items

Item	What it asks	Practical note
1	The corporation's name as at home, and any different name to use here	The new name needs a corporate ending
2	The state or country of incorporation
3	The date of incorporation	From the home-state record
4	The period of duration: perpetual, or a date certain	Tick the box, add the date if there is one
5	Principal office: street and county, plus a mailing address, or a statement of none
6	The registered office in North Carolina: street address and county	Cannot be outside the state
7	A separate mailing address for the registered office, if there is one
8	Who the registered agent is	Must be eligible here
9	Names, titles and business addresses of current officers	Attach a sheet if needed
10	The original certificate of existence is attached	Not a photocopy
11	Board resolution adopting a different name, certified by the secretary	Only if a different name is used
12	A delayed effective date or time, if any	Optional

The signature block takes the date, the corporation's name, a signature and the printed name and title of the signer.

What differs from the LLC form

Form B-09 differs from Form L-09 in three ways. A corporation states its date of incorporation and its period of duration, which the LLC form never asks. It lists officers, not company officials, and any officer or the chairman of the board may sign. And its different-name resolution is the board's, certified by the secretary. The registered office and agent items are laid out in a different order, with the office first, so check each box against the right line. The certificate of existence, on the other hand, follows the same rule as on the LLC form: an original, authenticated, under 6 months old.

Name rules for corporations

The instructions for item 1 tell the corporation to use its home-state name unless North Carolina cannot accept it, in which case it states a name with a corporate ending. A corporation that does so attaches the board resolution in item 11. After it is authorized, a corporation that changes its name to one that does not comply may not use it here until it obtains an amended certificate (G.S. 55D-20(b)).

Officers and the signer

Item 9 names the current officers, each with a title and a business address, and a continuation sheet takes any overflow. According to the instructions, a board chair or any other officer may execute the document, so no particular post is needed, and a printed name and title go under the signature. That is more relaxed than the LLC form, where the signer has to be a listed official.

Speed and payment

Regular handling is listed at 5 to 10 business days. A 24-hour filing adds $100; a same-day filing adds $200 if the Division has the document by 12:00 noon Eastern. A paper check goes to the North Carolina Secretary of State, while online filers pay $3 extra by card or $2 extra by ACH. The filing fee matches the LLC's, but a corporation then owes an annual report of $25 on paper, due the 15th day of the 4th month after the fiscal year ends.

Common reasons for return

The certificate of existence is a copy or is over six months old.
A different name is stated but no certified board resolution is attached.
Item 4 is left blank when the corporation is not perpetual.
The registered office is outside North Carolina.
The officers listed do not include the signer.
The fee is short.

Completing Form B-09

Get the home certificate
The original, dated inside 6 months.
Fill in items 1 to 9
Name, incorporation facts, offices, agent and officers.
Prepare the resolution
If a different name is used, certified by the secretary.
Sign
By an officer, with name and title printed.
Pay and file
$250 plus any rush option.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Form B-09 questions

Is Form B-09 for nonprofits?

No. A nonprofit corporation uses Form N-09 at $125.

Who certifies the board resolution?

The corporation's secretary.

How do I show a limited duration?

Tick the box for a date certain and write the date. A perpetual corporation ticks the perpetual box.

Does a corporation file the same annual report as an LLC?

No. A corporation's report falls due on the 15th of the fourth month after year end, and costs less.

We file Form B-09 for you

Fixed fee, state fees at cost

Register in North Carolina

$199

+ $250 state fee

The state form for your entity type, completed from your answers
An original certificate of existence from your home state, requested for you
Filed electronically with the Business Registration Division in Raleigh
A North Carolina registered agent: ours, or the one you pick
Your issued certificate and the date of your first April 15 report
Renewal: after the first year, the agent service renews at $149 a year

State filing fees and any rush option are charged at cost and listed apart from our fee. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

State sources

Need to be registered in North Carolina soon?

Order online, choose a rush option if you need one, and we prepare and file the application.