Register a Foreign LLC in North Carolina

G.S. § 57D-7-01(a) forbids a foreign LLC to transact business in North Carolina before the Secretary of State has issued it a certificate of authority. The phrase is never defined. What the statute gives is eleven activities that do not count, prefaced by words that leave room for others, so the list is a floor and not a ceiling.

The list is broader than some states'. It covers defending or settling a proceeding, meetings and internal affairs, bank accounts and borrowing money here (however often), transfer agents for your own interests, and taking orders that must be accepted outside the state. It also covers certain loan and foreclosure activity so long as you keep no office here, collecting debts, interstate commerce, selling through independent contractors, and owning real or personal property. A single transaction wrapped up within six months qualifies, but repeated similar transactions do not.

The Secretary of State leaves the call to you: its manual says the company and its counsel need to decide whether a certificate is required. Employees, an office, or a steady stream of customers here all point toward registering.

You apply on Form L-09 (the state's own title is Application for Certificate of Authority for Limited Liability Company), authorized by § 57D-7-03. The Business Registration Division charges $250. It accepts the application online, by mail or courier, and in person, with checks, cash and money orders at the office and ACH or card payments online. Paying online adds a $3 charge for a credit card or $2 for ACH, and it is not refunded.

The form asks for the exact home-state name and, if that name is unavailable here, the name you want to use; the state or country of formation; the principal office (or a note that there is none); the registered agent and registered office; an optional mailing address for the agent; the names, titles and business addresses of the company's current officials; and the home-state certificate. There is also an optional business email and an effective date, either on filing or delayed up to 90 days. Someone listed among the officials must sign. No notary is needed.

On approval the Secretary of State issues the certificate of authority with a conformed copy of your application attached. Our checkout adds $199 for preparing the filing to the $253 state fee, which makes $452 today.

The application must include an original certificate of existence, or a comparable document such as a certificate of good standing, signed off by the official who holds LLC records where you were formed. The Secretary of State sets a limit of six months on its age, and photocopies are refused.

You obtain it from the home state's filing office before filing, paying that state's fee. For online submissions, electronic certificates from states that offer them are accepted. California and North Dakota do not issue electronic versions, so a company formed in either must mail the paper original to Raleigh.

An LLC name here has to contain "limited liability company," "L.L.C.," "LLC," or a recognized spelled-out variant, and the name cannot be too close to one already in the state's database. Endings like LLC are ignored when deciding whether two names are too close.

A foreign LLC with a non-conforming name may add the designator for use in the state. When the real name is unavailable, it can use a fictitious name by filing a resolution of its managers adopting it; the state's Form L-18 serves as the template and carries no fee. A name can also be reserved for 120 days at $10.

An authorized foreign LLC has to maintain a registered office and an agent without a break (G.S. § 57D-7-06 and § 55D-30). Three kinds of agent qualify: a person living in North Carolina, a domestic corporation, nonprofit or LLC, or a corporation, nonprofit or LLC from elsewhere that already has authority to operate here. In each case the agent's business office has to be the same as the registered office.

The registered office must be a real physical location in the state. The agent's mailing address, if you choose to list one, can be a P.O. box. The agent's statutory duty is a short one: forward whatever is served to the entity's last known address. If an agent resigns, the resignation takes effect on the 31st day after the statement is filed, and if there is no agent, or none can be found, the Secretary of State receives process in the company's place.

An LLC left without an agent or office for 60 days or more is a candidate for revocation. A change of agent is Form BE-06, $5.

Under § 57D-7-02, a foreign LLC transacting business without a certificate cannot maintain a proceeding in a North Carolina court unless it has obtained one before trial. Contracts and other acts are not undone by the missing certificate, and the company is free to defend a suit.

The financial side is steeper. For every year, including a partial one, the LLC owes whatever fees and taxes would have applied if it had registered on time, together with interest and any penalties for nonpayment. On top of that sits a civil penalty of $10 a day, capped at $1,000 for each year or partial year. Forty days of unregistered operation would mean $400; a hundred or more reaches the cap. The Attorney General recovers these amounts and may bring an action to restrain the company from operating in the state. The statute sets no grace period.

Foreign LLCs file the same annual report as domestic ones, due April 15 every year. The first is due on April 15 of the year after the certificate issues, and it is owed whether or not the company is doing business. The fee is $200; online filing by card carries an added $3 charge, ACH $2. North Carolina lists no late fee, but a delinquent report is a ground for administrative revocation, which comes with written notice and 60 days to correct it. A revoked LLC may not operate until it requalifies using Form L-09a, with a full annual report, a fresh certificate of existence and all fees.

If the company changes its name or home jurisdiction, an amended certificate of authority is required (Form L-10, $50). Other North Carolina agencies, including the Department of Revenue, may impose their own registrations.

To leave, file Form L-14, the Application for Certificate of Withdrawal, for $10. On it the LLC confirms it has stopped transacting business here, gives up its authority, ends the agent's appointment, and lists a mailing address for service.

Send us your home-state details and certificate of existence, and we prepare Form L-09 and submit it to the Business Registration Division. The North Carolina agent we name is free for twelve months, and after that the charge is $149 each year. If someone serves the agent, we scan the papers and upload them to you that same business day without a fee.

Today's payment is for the registration and that opening agent year. Preparing the April report or tax returns is not in it, and we do not practice law.

A corporation can use this checkout as well; its state charge and bottom line equal the LLC's, $452 today. A foreign business corporation files its own application, Form B-09.