Forming a North Carolina limited liability company
The actual steps you take to form a North Carolina limited liability company are pretty simple. If you just need some help filing the necessary paperwork, check out our totally free instructions below. If you could use a little more information on the pros and cons of choosing to operate as an LLC, samples of filled out forms, operating agreements, and instructions on how to get an EIN for banking and tax purposes, you may be interested in our kit, available for $34.95 below.
1. Check if the LLC name you want is available
Your first step in setting up an LLC is to check if the name you want to use is even available. To do this, you can use the North Carolina Secretary of State’s corporations search form at:
http://www.secretary.state.nc.us/Corporations/SearchChgs.aspx
By entering the name you want to use in the search form, you’ll be able to see if there’s another business already using the name that you want. You can’t use a name, by the way, that’s the same or deceptively similar to another existing LLC’s name.
2. Download the Articles of Organization form from the North Carolina Secretary of State’s web site, then print this form
The URL, or web page address, that supplies the link you use to download the Articles of Organization form is as shown below.
If you are a professional who wishes to create an LLC you must file for a professional limited liability company (PLLC). A PLLC is required if you are any of the following: pharmacist, optometrist, physical therapist, physical therapy assistant, veterinarian, surgeon, dentist, architect, engineers, land surveyor, certified landscape architect, certified interior designers, public accountant, certified public accountant, attorney at law, insurance consultant, audiologist, speech pathologist, or clinical nurse specialist. The Articles of Organization for a Domestic Professional Limited Liability Company is located at:
http://www.secretary.state.nc.us/corporations/Forms.aspx?PItemId=5429744&Type=Professional%20LLC
With the exception of two steps, the LLC and PLLC forms are very similar and the instructions that follow will walk you through both.
3. Identify the name you want to use for your new LLC
After you download and print the LLC application form, you’re ready to fill the form out.
Enter your business or investment name into top line labeled, “Name of Limited-Liability Company.” The name must include the term, “limited liability company,” or the abbreviations, “L.L.C.,” “LLC,” or a combination of “ltd. liability company,” “limited liability co.,” or “ltd. liability co.”
For example, all of the following names should be acceptable:
- Acme Explosives Limited Liability Company
- Acme Explosives Limited Liability Co.
- Acme Explosives LLC
- Acme Explosives L.L.C.
If you are filing a PLLC, the name must include the word, “professional,” or the abbreviation, “P.L.L.C,” or “PLLC.”
4. State the dissolution date if any
The dissolution date sets the life span of your LLC. Some LLCs are created for a specific purpose and are intended to exist only for a specific period of time. You can list a specific date, or leave it blank which defaults to “perpetual.”
5. Identify the people forming the LLC
North Carolina also wants to know the names and contact information for the person or people organizing the LLC. To provide this information, enter the names and addresses of the organizer or organizers on line labeled, “The Name and Address of Each Person Executing These Articles of Organization.”
6. Give the address of the LLC’s registered office
In the next line, provide the address of the LLC’s registered office and indicate the county, for example, Union County. This address must be located within North Carolina. A post office box is only acceptable if there is no street address associated with the registered office’s location. If the mailing address is different from the street address, an additional line is provided for that information.
7. Identify the registered agent
North Carolina wants to know the name and contact information for a real person within the state of North Carolina whom can act as the contact person should the state have questions or concerns about an LLC’s operation. You can pay someone else to be this registered agent, but it’s really easiest and cheapest to just be your own registered agent. Accordingly, enter your name and address information into the line labeled “The Name of the Initial Registered Agent.”
Note: If you do want or need someone else to be your registered agent, just Google on the phrase, “North Carolina registered agents.” Note, too, that if you use a North Carolina accountant or bookkeeper to do your tax returns, he or she will probably happily provide a registered agent service along with the tax preparation services.
8. State the purpose of your business (for PLLCs only)
This step is for those filing for a Professional Limited Liability Company. List the specific purpose for the PLLC being formed. What service will you provide and which products, if any, will you sell.
9. Give the address of the LLC’s principal office
In the next line check the appropriate box to indicate whether or not the LLC has a primary office. If the LLC has a primary office list the address and county on the lines provided. This is the office where a full and current list of all members is located at all times. This step is not included on the PLLC form.
10. Indicate how your LLC will be managed
LLCs can be managed either by all of their members, or owners. Or they can be managed by only one or some of their members, who are in this case called managers or manager-members. To indicate how your LLC will be managed, mark the appropriate line, either: “Member-managed LLC,” or “Manager-managed LLC.”
Note: If you have multiple members or managers, ideally you’ll want to have an attorney draft an operating agreement. This operating agreement should describe who the manager is or who the managers are if you’re setting up a manager-managed LLC. If you’re a single member LLC, you should probably also have an operating agreement because having an operating agreement and honoring its terms improves your liability protection. This kit provides excellent example operating agreements for you to consider when drafting your own.
11. Provide proof of certification (for PLLCs only)
If applying for a PLLC, provide proof of your current professional certification from the appropriate licensing board.
12. Accept appointment of resident agent
Sign and date the form to accept the appointment as resident agent for the limited-liability company listed.
Figures in our downloadable kit show an example of a completed North Carolina LLC application.
13. Mail in the LLC application
After you complete the application to form a limited liability company, mail the completed form and a check for $125 to:
Secretary of State
Corporations Division
P.O. Box 29622
Raleigh, NC 27626-0622
Processing lead times vary, but in general, it takes several weeks to get your LLC certificate back from the Secretary of State’s office. They offer an expedited 24-hour service for an additional $100.
