H. Stanley Harris, P.C.
130-A North McDowell Street
Charlotte, NC 28204-2268
Phone: 704-334-5600
Fax: 704-334-1654

BUSINESS INCORPORATION IN NORTH CAROLINA

Generally, any business in North Carolina can be incorporated in order to limit the liability of the owners of the business to the amount of the corporate assets thereby shielding the owners’ personal assets from liability claims. Incorporation can take many forms such as a general Chapter C corporation, a Subchapter S corporation, a non-profit corporation, a limited liability company, a professional corporation, and other corporate forms set out in the North Carolina General Statutes. Most corporations in North Carolina are formed under the 1990 Business Corporation Act found in Chapter 55A of the North Carolina General Statutes with limited liability companies being governed under Chapter 57C of the same statutes.

In order to incorporate a business in North Carolina, the first order of business is to select a name for the corporation that is not already in use, or is not deceptively similar to a corporation already in existence. The office of the Secretary of State of North Carolina keeps a running data base of all corporate names already in existence in North Carolina so that data base can be checked to determine if a proposed corporate name is available for use.

Once a corporate name is determined, the Articles of Incorporation for a business corporation, or the Articles of Organization for a limited liability company, must be prepared and filed with the office of the North Carolina Secretary of State along with the appropriate filing fee in order for the corporation to be admitted into existence. Those Articles of Incorporation have certain requisites in order to be valid to include the corporate name, the registered office and registered agent for service of process, the principal office of the corporation, the name of the incorporator, and certain other optional provisions which must be included in the documents for filing with the Secretary of State.

Once the corporation is approved by the office of the Secretary of State of North Carolina, the corporation must follow certain rules on at least an annual basis in order to maintain its corporate status. For a business corporation, the corporation must have a meeting of the shareholders to appoint a board of directors, and the board of directors must have a meeting to appoint corporate officers, adopt corporate bylaws, and make provisions for filing of an annual report and the paying of an annual fee with and to the Secretary of State.

A limited liability company has somewhat similar obligations as its Articles of Organization must state the corporate name, a dissolution date of the limited liability company, if any, the names of the organizers and members, the principal office address, the registered office and registered agent for the service of process, and the name or names of the managers of the limited liability company as well as other optional provisions. Much like a business corporation, the members and managers must meet, and adopt an operating agreement which will set out the manner in which the limited liability company will be operated until such time as the operating agreement is amended or changed. The limited liability company must also make provisions to prepare an annual report and pay an annual fee for and to the Secretary of State to continue operation in good standing.

Assuming that the corporate formalities are performed and documented, the corporation will remain in existence indefinitely providing the shareholders, directors, members, managers, and officers with the benefit of the privilege of limited liability in order to keep creditors and other persons from reaching beyond the assets of the corporation thereby protecting the personal assets of the shareholders, directors, officers, members, and managers from paying those debts. For prompt, efficient, and economical formation of your North Carolina Corporation, contact H. Stanley Harris, P.C. for assistance in this area.