Incorporating your business in North Carolina is a simple and straightforward process. In this guide, we will outline every point you must know for the process. SunDoc Filings is a filing company that can help you with the process by handling the paperwork for you — all of the paperwork or just select documents. 

It’s not necessary to have a lawyer when filing paperwork for the formation of a corporation. However, you may require professional consultation on some matters related to the process. Remember that this article should not be considered accounting, tax, or legal advice. Always speak with a licensed professional if you need advice about your unique situation.

Overview

There is a filing fee for creating your corporation in North Carolina. This fee is for filing your Articles of Corporation with the North Carolina Secretary of State. At this time, you'll need to know many things about your company, including your corporate address, your company name (which must be available to use), how many shares you're authorizing your new corporation to issue, the number of shareholders you have (depending on your corporation type), who your corporate officers are, who your registered agent will be, what type of corporation you're choosing, and any directors you'll have.

At the first board meeting you have with your Board of Directors, you will appoint officers. Your appointed officers don't need to be listed in your Articles of Incorporation. You also need to adopt bylaws. These do not need to be filed with the state either, but you will want to have them for your own records.

Finally, you will need to have a Federal Tax ID Number, also known as an Employer Identification Number or an EIN. This can be obtained from the IRS, and SunDoc Filings can help with this process. 

You will need to file your Annual Report with the Secretary of State. On your Annual Report will be listed your corporation’s directors and officers. If you need assistance or advice concerning North Carolina taxation, speak with a tax attorney or with an accountant at your convenience.

Incorporating

You'll need to choose the type of corporation you want to create in the state of North Carolina. Most companies go with a General Stock Corporation, which provides you with the option of choosing your number of shareholders (unlimited). On the other hand, you can also set a limit of the number of shareholders you have in your articles of incorporation, and if this number does not exceed 35, you'll be choosing a Close Corporation. Finally, there’s a Professional Corporation, which is for certain professionals and which is mandated by the State of North Carolina.

The forms supplied by North Carolina for download meet the minimum requirements of the North Carolina Corporations Code, but you can create your own to meet your specific needs. Your attorney may well draw up a document from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

Your bylaws will outline the number and limit of directors your corporation can have (unless this is stipulated in your articles of incorporation). Generally, there needs to be a minimum of three directors. On the other hand, in cases where there are less than three shareholders or where shares have not been issued, less than three directions is possible. Still, all corporations need to have at least three officers: President, secretary, and treasurer. Remember that if you like, one person can fill all of these roles. 

The only way to change the Articles of Incorporation is with an amendment. You will file this amendment with the state. To change your own bylaws, you'll generally do this in a formal meeting with your shareholders and directors. Things like how you want to conduct your meetings and the times of your meetings will be outlined in your bylaws as well. You’ll also put the powers of directors here, making sure everything is in accordance with North Carolina law. You need to keep minutes at all of your meetings.

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our North Carolina Corporate Kit page.

Registered Agent

Every North Carolina corporation is required to have a registered agent, a company or individual reliably available at a known address during business hours, for legal and other communications from the state. This is another service provided by SunDoc to help you outsource your company routine. For full information, see our article: What is a Registered Agent? Why Do I Need One?

Name Search

Choosing a name for your corporation is one of the most important things that you will do. SunDoc can conduct name availability searches for you or reserve your corporation name, or you can run name searches on your own.

What’s most important to know is that the name you choose must be clearly available. You will need to inquire within the records of the State of North Carolina Secretary of State to see that it is available. It is highly likely that if your chosen name is not available, your filing will be rejected. Furthermore, there are other statutory requirements to be concerned about. Namely, your chosen name cannot be so close to another corporation’s name that it leads to public deception, and it cannot mislead the public in any other way either.

EIN

By submitting Form SS4 to the IRS, you can apply for your EIN. At SunDoc, we would be happy to apply for this on your behalf as well. Go to our EIN page to learn more.

Next Steps

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. This article provides general information on the differences between the two corporate tax structures.

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