North Carolina LLC Requirements

In 1993, the North Carolina Limited Liability Company Act -- North Carolina General Statutes Chapter 57C -- was enacted establishing the requirements for LLCs in North Carolina. The act provides the basic rules for creating domestic LLCs and authorizing foreign LLCs to engage in business in North Carolina. For LLCs providing professional services that require a license, additional rules apply. The Secretary of State publishes a guide to facilitate an LLC's compliance with these requirements.

Domestic LLCs

A North Carolina LLC comes into existence upon the filing of a legal document, called Articles of Organization, with the Secretary of State. An optional form of Articles is available from the Secretary of State’s website (see Resources). The minimum information required to complete the form is the LLC’s name; the name and address of every person signing the Articles; the name and address, including county, for the LLC’s agent for service of process; the address for the LLC’s principal office or a statement that it does not have one; and a statement as to whether all members of the LLC shall acts as managers or not. As of November 2010, a $125 fee is required to file the articles.

Foreign LLCs

N.C.G.S. § 57C-7-02 prohibits any LLC formed in another state -- a foreign LLC -- from engaging in business in North Carolina without first obtaining a Certificate of Authority from the Secretary of State. A form of the application is provided by the Secretary of State and requires the same information as the Articles of Organization, plus two additional requirements: First, an appropriate certificate authenticated by the Secretary of State or other agency official of the foreign state, indicating the good standing or current existence of the foreign LLC, must be submitted with the application. The certificate cannot be a photocopy or more than six months old. Second, if the foreign LLC must use a fictitious business name in North Carolina, a resolution by the managers of the foreign LLC authorizing the use of the name must be attached to the application.

Professional Services LLC

In addition to the requirements of N.C.G.S. Chapter §57C, a limited liability company that renders professional services requiring a license is subject to the same conditions and limitations imposed on a corporation rendering such professional services under N.C.G.S. Chapter 55B. Such conditions include an individual member of the limited liability company remaining liable for his own professional negligence or malpractice under N.C.G.S. §55B-9(b). A complete list of all licensed professions subject to these requirements is set forth in N.C.G.S. §55B-2(6), which further requires the limited liability company to comply with any additional requirements of the licensing agency in order to render professional services as a limited liability company. Also, N.C.G.S. §57C-2-01 requires the limited liability company’s name to include the word "Professional" or the abbreviation "P.L.L.C." or "PLLC.”

Annual Reports

Every domestic and foreign LLC must file an annual report with the Secretary of State by April 15th each year, with the first report due the year following the formation or authorization of the LLC. As of November 2010, a $200 fee must accompany the report. The report can be filed electronically on the website of the Secretary of State or a mandatory form can be downloaded for filing by mail (see Resources).