Bringing a Foreign LLP into North Carolina

North Carolina has a registration system for partnerships that limit their partners' personal liability. A foreign LLP becomes registered here when the application takes effect, and the statute, G.S. 59-91, calls the result a statement of foreign registration. On the office's forms list and fee schedule, the filing is titled registration of a foreign LLP.

The requirement is simple to state. A foreign LLP has to get its application on file ahead of any business activity in North Carolina. The partnership's own state keeps governing how the partners relate to one another. What changes is that the partnership is now on the Secretary of State's registry, with a named agent and a registered office where legal papers can be delivered.

G.S. 59-93 does not define transacting business. It lists activities that, on their own, are not enough, and it says the list is not exhaustive. A foreign LLP is not treated as transacting business here just for doing any of these things in North Carolina:

• Starting, defending or settling a lawsuit, an administrative case or an arbitration
• Having its partners meet or carrying on other internal affairs
• Maintaining bank accounts or borrowing, with or without security, even if it happens repeatedly
• Operating a transfer office for the partnership's own securities, or appointing trustees or depositories for them
• Seeking purchase orders that bind no one until they are accepted beyond the state line
• Making loans, servicing mortgages through independent agencies, conducting foreclosures and managing foreclosed property for a reasonable time while liquidating, provided it keeps no office or agency here for the purpose
• Obtaining collateral for what it is owed, collecting those debts, or pursuing rights in the collateral
• Doing business in interstate commerce
• One isolated transaction completed in six months, if it is not one of many of the same kind
• Selling through independent contractors
• Owning, "without more", real or personal property

The last item is the answer for a partnership that simply holds real estate or equipment in North Carolina: ownership alone does not require registration. The statute adds that the list does not settle which contacts can expose an LLP to process, taxes or regulation under other North Carolina laws. If your activity looks like something beyond the list, such as an office with staff here or repeated sales to North Carolina customers, talk to a lawyer.

The application is Form LLP-02, and the fee the Secretary of State collects is $125. The office's forms list links it to online business creation, where a completed PDF can be submitted. Mail to the Business Registration Division in Raleigh and courier or in-person delivery also work. Online filers pay $3 more by card, or $2 more by ACH. If the filing is urgent, the office offers a 24-hour review for an extra $100 or a same-day review for an extra $200, requested at submission.

What goes on the application

• The partnership's name, with a substitute name for North Carolina if needed
• The principal office address and its telephone number
• The initial registered agent
• The street address and county of the agent's North Carolina office, and a mailing address if it differs
• An optional business email for filing notices
• The attached certificate of existence
• The partnership's fiscal year end, stated by day and month
• An effective date, which can be delayed by up to 90 days

The instructions say at least one general partner signs. Partners' names are not listed on the form, because the statutes do not require them for LLPs.

North Carolina does require this. G.S. 59-91(a) tells the partnership to deliver with its application a certificate of existence (or an equivalent official record), certified by the official who has custody of LLP records where it is registered. Item 7 of Form LLP-02 puts the age limit at under six months, and the instructions repeat the point.

You request the certificate from your home filing office. The Secretary of State's general manual adds that the document must be an original. Electronic versions are accepted when the home state issues them, and two states issue none, so a partnership formed in either of those mails the paper original. Build the lead time into your plan, because an expired certificate holds up the application.

An LLP's name needs one of these markers: a spelled-out ending (registered limited liability partnership, or just limited liability partnership), or a short form (RLLP, R.L.L.P., LLP and L.L.P. are accepted) Under G.S. 55D-22 a foreign LLP whose name falls short may add one of those endings for use in North Carolina, and one whose name is taken by another entity may use a fictitious name after filing a resolution adopting it. Any name has to be distinguishable from others on the Secretary of State's records.

Agent and office

A foreign LLP with a statement of foreign registration must keep a registered office and registered agent here (G.S. 59-91(b) and 55D-30). The permitted agents are:

• A North Carolina resident whose business office is at the registered office
• A North Carolina corporation, nonprofit or LLC at the same address
• An out-of-state corporation, nonprofit or LLC that is authorized in North Carolina, again at that address

An agent that is itself a registered business must be active on the Secretary of State's registry. The agent's single duty is relaying served papers to the partnership, and its office must have a real North Carolina street address. A resignation takes effect on day 31 after it is filed. Replacing the agent or moving the office costs $5.

Unlike a limited partnership, an LLP files an annual report (G.S. 59-84.4). It gives the partnership's name and home jurisdiction, who the agent is and where the registered office sits, plus the principal office address and telephone number, a brief note on the nature of the business and the fiscal year end. If nothing has changed since the previous report, the partnership can certify that rather than repeat the details.

The report is due on the 15th of the fourth month counted from the end of the fiscal year. The Secretary of State charges $200 for a paper report and $203 online by card. The Secretary of State may revoke the registration if the report is not delivered, if fees go unpaid for 60 days, if the partnership has had no agent or office for 60 days, or if an agent change was not reported within 60 days. Notice comes first and the partnership gets 60 days to fix the problem. A revoked LLP applies for reinstatement.

Changes to the registration go on Form LLP-03, which costs $25. To end the registration, file Form LLP-04, also $25. After a cancellation, the Secretary of State remains the place to serve suits tied to the registered period. Taxes are handled by other agencies.

G.S. 59-92 lays out the exposure:

• An unregistered foreign LLP cannot maintain an action or proceeding in North Carolina unless a registration is in effect
• The State can collect the fees and taxes registering would have produced, plus interest and penalties
• A civil penalty of $10 applies for every day of unregistered business, with a $1,000 yearly ceiling (a partial year counts as a year)
• The Attorney General sues to recover these amounts

Two points reduce the harm. Contracts and acts of the partnership stay effective, and defending a suit is still permitted. And the statute says that merely doing business unregistered does not waive any limit on a partner's personal liability. That is a notable safeguard for an LLP, but it does not remove the penalty.

Mainstay does not run the LLP-02 filing. The LLP-02 filing is outside what Mainstay does, because its checkout serves LLCs and for-profit corporations only. The partners or their lawyer handle the application. For the registered agent, Mainstay charges $149 annually and keeps that price at renewal.

Put Mainstay's North Carolina address on the application as the agent's address; it will be visible in the state's public records. Each paper served on the agent appears in your online account as a scan by the close of that working day, and the scan costs nothing. Up to three letters from government agencies per year are scanned free. Already registered with a different agent? Mainstay prepares the substitution and charges just the $5 the state does. The North Carolina registered agent page has the details. Remember that Mainstay is a service company and cannot give legal advice.