Registering a foreign LLC in North Carolina, step by step

North Carolina has a separate application for each type of foreign entity. An LLC uses Form L-09, a business corporation Form B-09, a nonprofit corporation Form N-09, a limited partnership (or LLLP) Form LP-04, and a registered LLP Form LLP-02. Their fees differ, from $50 for the partnership form to $250 for LLCs and business corporations, and so do the attachments. Use the form that matches the entity as it exists in its home state. A wrong form is rejected, and a rush fee spent on it is spent. The links in the footer lead to a page for each form.

The company's name on the application must match the home-state record. An LLC's name in this state has to finish with one of "limited liability company", "L.L.C.", "LLC". Where the home name cannot be used here, either because somebody else holds it or because it fails a name rule, you give the substitute on the application and enclose the managers' resolution that adopts it. The state will reserve a name for $10 if you want it held while you assemble the rest. A registered LLP's name has to end in registered limited liability partnership, limited liability partnership, L.L.P., R.L.L.P., LLP or RLLP.

North Carolina wants a certificate of existence, or a document like it, issued by the official who keeps company records in the formation state. The Division wants the authenticated original, dated within 6 months of the day it examines the filing, and refuses copies. Because the age is measured at the end, not the start, order the certificate close to the day you file. For a registered LLP the same age limit appears on Form LLP-02. The limited partnership form does not list a certificate among its items.

Regular handling is listed at 5 to 10 business days. For $100 the state guarantees filing within 24 hours after receipt, excluding weekends and holidays. For $200 it guarantees filing by the end of the same business day for a document received by noon Eastern. The rush buys prompt action on a document in proper form, and a rejection also satisfies it. Choose by the consequence of waiting. If nothing depends on the date, stay regular. If a bank, a landlord or a customer needs proof, pay for the rush, but fix the certificate and the signer first. The price page totals each case for each entity type.

Once the certificate is valid, the foreign LLC stands where a comparable North Carolina LLC stands: no more rights or privileges, and the same duties and liabilities (G.S. 57D-7-05(c)). It can now keep a lawsuit alive in the state's courts. Two dates start running. The annual report of $200 for an LLC comes due April 15 of the year after the certificate is issued. And the state expects to hear about changes: settle any penalty or fee the state bills within 60 days, reply to interrogatories inside 30 days, and give notice of a new principal office within 60 days.

An LLC must amend its certificate if either its name or its home jurisdiction changes (G.S. 57D-7-04(a)). The form is Form L-10, it costs $50, and it needs a fresh certificate of existence. A corporation amends for a name, duration or state of incorporation change (G.S. 55-15-04(a)). Changes of agent or office go on a separate $5 form instead. Until the company has an amended certificate under a new name, it may not use that name here (G.S. 55D-20(b)).

Gather the company name and ending exactly as the home-state record has them, when and where it was formed, where its principal office sits, who its officials or officers are with their titles and addresses, who the North Carolina agent is and where the office is, and who will sign. Decide whether you need a different name for North Carolina and, if so, have the resolution drafted. Choose a speed. Finally, request the certificate of existence, because everything else can be finished while you wait for it.

Three things cause returned filings. The first is a certificate that is a photocopy, or is older than six months when the Division reads it. The second is a signer who is not named in the officials item. The third is a registered office address outside North Carolina or a P.O. box in the street line. A rush fee already paid is not refunded once the document has been processed.