There are several steps you must take to successfully form a corporation in North Carolina. These steps include the following:
1. Choose a Business Name
The name you choose for your business must be distinguishable from any other North Carolina business entity or any reserved names on record. Your business name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by state law and your articles of incorporation. In addition, your business name must contain one of the following words either in full or abbreviated form:
Incorporated (Inc.)
Corporation (Corp.)
Company (Co.)
Limited (Ltd.)
2. File the Articles of Incorporation and Adopt Bylaws
Once you choose a name, you must file Articles of Incorporation with the North Carolina Secretary of State. The following information is legally required in the articles of incorporation:
The name and address of each incorporator.
The number of shares that the corporation is authorized to issue.
The complete street address of the corporation’s initial registered office, its mailing address, and the name of a registered
In addition to the required provisions, there are also several optional provisions that may be included in the articles of incorporation. For example, you may wish to state the corporation’s business purpose, the names and addresses of initial directors, a par value for authorized shares or classes of shares, or a limitation on the corporation’s duration of existence.
In addition to the articles of incorporation, you must adopt initial bylaws for the corporation. The bylaws of a corporation may contain any provision regarding the operation and management of the business and the corporation’s affairs.
3. Specify a Registered Agent
Every North Carolina corporation must have a registered agent in North Carolina. The registered agent is the person or office designated to receive official state correspondence and notice if the corporation is ever served with a lawsuit. The registered agent must maintain a business office that is identical to the registered office and must either be an individual who resides in North Carolina or a corporation with authority to transact business in the state.
4. Hold the Organizational Meeting
Once the Articles of Incorporation are accepted and filed by the North Carolina Secretary of State, you must hold an organizational meeting. This meeting does several things, including issue and set a price for stock, determines officers and directors, make business elections, and determine the rules, which will govern the corporation’s operation.
5. File an Annual Report
Once you have successfully formed your North Carolina Corporation, you must file an annual report with the North Carolina Secretary of State. This report must indicate:
(1) the corporation’s name and its state or country of incorporation;
(2) the county, street and mailing address of its registered office, the name of the registered agent at that office, and any statement of change regarding the registered agent and/or registered office;
(3) the address and phone number of its principal office;
(4) the names, titles, and business address of its principal officers; and
(5) a brief description of the nature of the business.
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