How to Relocate an LLC to North Carolina

By Joe Stone

Relocating your LLC to North Carolina can be done in several ways. North Carolina law allows an out-of-state LLC, also called a foreign LLC, to register to do business in North Carolina while keeping the LLC active in the state where it was formed. The law also permits the foreign LLC to convert to a North Carolina LLC, if it will cease to be active in its state of formation. You can also dissolve your foreign LLC and reorganize it as a new North Carolina LLC.

Relocating your LLC to North Carolina can be done in several ways. North Carolina law allows an out-of-state LLC, also called a foreign LLC, to register to do business in North Carolina while keeping the LLC active in the state where it was formed. The law also permits the foreign LLC to convert to a North Carolina LLC, if it will cease to be active in its state of formation. You can also dissolve your foreign LLC and reorganize it as a new North Carolina LLC.

Certificate of Authority for Foreign LLC

A foreign LLC cannot set up an office and transact business in North Carolina until it obtains a certificate of authority from the secretary of state. You can obtain the certificate by submitting an application, which is provided by the secretary’s office. Conducting business without a certificate of authority will subject the LLC to civil penalties.

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Articles of Conversion for Foreign LLC

Your foreign LLC can be converted to a North Carolina LLC by filing articles of conversion with the secretary of state -- so long as your LLC has approved a written plan of conversion. North Carolina law requires that the plan specify the terms and conditions of the conversion, including the basis for converting the members' ownership interests in the foreign LLC to the resulting domestic LLC. The secretary's office provides a form of articles of conversion.

Reorganization in North Carolina

Another method of relocating your LLC to North Carolina is to dissolve it and reorganize it in North Carolina. Dissolving your LLC is done according to the laws of the state where you formed it. In general, you must close the LLC's business, wind up its affairs and make adequate provisions for paying its debts. To form a new LLC in North Carolina, you must file articles of organization with the secretary of state. Once the articles are accepted for filing, the new LLC comes into existence and can commence business in North Carolina.

LLC Name Availability

Regardless of the manner in which you relocate your LLC to North Carolina, you must comply with North Carolina's name availability laws. If your LLC's name is already registered to another North Carolina business on file with the secretary of state, you must choose another name for your LLC. If you submit articles of organization or conversion with a name that is unavailable, the filing will be rejected.

Department of Revenue Registration

Every LLC doing business in North Carolina, both foreign and domestic, must register with the state Department of Revenue in order to establish an account for your LLC regarding payment of income tax withholding for employees, sales and use tax collection, and machinery and equipment tax. The department's website provides a checklist of information and also accepts registration online.

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Massachusetts enacted its LLC statute in 1996, called the Massachusetts Limited Liability Act, which authorizes the formation of new LLCs in Massachusetts and permits foreign LLCs to engage in business in Massachusetts. In addition to the act, the Code of Massachusetts Regulations (CMR) contains rules established by the Secretary of the Commonwealth regarding the practices and procedures of the Corporations Division pertaining to limited liability companies. The website for the Corporations Division provides information and forms to facilitate compliance with the act.

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