North Carolina Foreign Registration LLP-02 for LLPs
Filing Form LLP-02 as a foreign registered LLP in North Carolina
Form LLP-02 is the Application for Registration, Foreign Registered Limited Liability Partnership, with a state fee of $125, or $225 with 24-hour filing. Its items are numbered up to 10, under G.S. 59-91, including the partnership's fiscal year end. We handle this one by email: $199 for the work, plus whatever the state charges. Have the partnership's fiscal year end ready when you order, since the form asks for it.
Form LLP-02 summary
- Filed by
- A limited liability partnership formed outside North Carolina
- State fee
- $125; $225 with 24-hour filing; $325 same day
- Attachment
- Certificate of existence under 6 months old
- Special item
- The fiscal year end of the partnership
- Annual report afterwards
- $200
- Send to
- P.O. Box 29622, Raleigh, NC 27626-0622
The items on the form
| Item | What it asks | Note |
|---|---|---|
| 1 | The partnership's name | As in the agreement and home record |
| 2 | A different name for North Carolina, if unavailable | Must contain a registered LLP ending |
| 3 | Principal office street address, mailing address and telephone | |
| 4 | Name of the initial registered agent | |
| 5 | The initial registered office: street, county, and a mailing address if different | Within North Carolina |
| 6 | Optional business email for filing alerts | |
| 7 | Certificate of existence enclosed with the application | Authenticated; dated within six months |
| 8 | The fiscal year end | A month and day |
| 10 | An effective date or time, if not on filing | The instructions call this item 9 |
The form jumps from item 8 to item 10, a numbering quirk, while the instructions number the effective-date item 9.
The name ending
A name for use in North Carolina has to end with registered limited liability partnership, limited liability partnership, L.L.P., R.L.L.P., LLP or RLLP (G.S. 55D-20). Ordinary partnership names that lack an ending cannot be used here as they stand. The Division checks item 1 against the certificate and item 2 against the ending rule.
The fiscal year end
Item 8 asks for the fiscal year end of the partnership. It is used for the annual report schedule. Give the date as the partnership's own records show it, in the form month and day. A registered LLP's annual report is $200, and the state follows the same revocation process for a late report as for other entities.
The certificate
This item needs a certificate of existence from whichever official holds LLP records in the partnership's registration state. The age limit is 6 months, so order an original close to the filing day.
Consequences of not registering
A foreign LLP that transacts business without registering cannot maintain a proceeding in the state's courts until it registers (G.S. 59-92(a)). Its acts stay valid (G.S. 59-92(b)), and the partners' liability limits are not waived solely for the failure (G.S. 59-92(c)).
Cost and speed
With a $125 state fee, 24-hour filing makes it $225, and same-day $325. Regular handling is 5 to 10 business days as listed by the Division. If the partnership needs a North Carolina registered agent, the agent's price is separate.
Completing Form LLP-02
Check the name ending
It must be an LLP ending.
Order the certificate
Authenticated and under six months old.
Complete the items
Name, offices, agent, email and fiscal year end.
Sign
A general partner signs and prints a name and title.
File
$125 plus any rush option.
Who signs and what the notes say
At least one general partner has to execute the document, with a typed or printed name and title in the signature block. The notes printed at the foot repeat the $125 fee and the filing office. A partnership with several general partners needs only one signature to satisfy the Division.
Rush filing for an LLP
An LLP's form asks for a recent certificate of existence, as the LLC's does, so its timeline is the same. The state's 24-hour option adds $100 and its same-day option $200, and the document must reach the Division by 12:00 noon Eastern to qualify for the second. Because the base fee is $125, 24-hour filing nearly doubles the state cost. For a partnership with no date pressing, regular handling is the sensible choice. A partnership that is not sure which of the two partnership forms applies, LP-04 or LLP-02, should write to us first, since the answer depends on how the home state classifies it.
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 LLP-02 questions
Is an LLP the same as an LLLP?
No. An LLLP is a limited partnership and files Form LP-04, with its LLLP box ticked.
What is the annual report?
A registered LLP pays $200 a year.
What is the state total for a same-day LLP filing?
$325: the $125 fee plus $200.
Can the effective date be later?
Yes, up to 90 days after filing.
Which state certificate is needed?
One from the official who keeps LLP records where the partnership is registered.
Fixed fee, state fees at cost
- 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
- North Carolina Secretary of State, LLC fee schedule
- Form L-09, Application for Certificate of Authority (LLC)
- North Carolina Secretary of State, Business Registration fees (nonprofit, LLP, expedite, payment fees)
- North Carolina Secretary of State, Business Registration forms
- North Carolina Secretary of State, Business Registration Division (turn-around times)
- North Carolina Secretary of State, Business Registration forms list (nonprofit, LP and LLP forms)
- North Carolina Secretary of State, annual report due dates
- Form LLP-02, Application for Registration, Foreign Registered Limited Liability Partnership
- N.C. Gen. Stat. 59-91 (statement of foreign registration, limited liability partnership)
- North Carolina Secretary of State, Register a Foreign Business: maintaining registration
- N.C. Gen. Stat. 55D-20 (name requirements)
- N.C. Gen. Stat. 59-92 (effect of failure to register, limited liability partnership)
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.