Foreign LLC and corporation filings
Get a North Carolina certificate of authority
Out-of-state LLCs and corporations: we prepare the application, order your home-state certificate and file it in Raleigh.
NC certificate of authority
Sample order- ReceivedApplication in
- PreparedHome-state certificate ordered
- FiledWith the Business Registration Division
- ApprovedCertificate issued
- Service fee
- $199
- NC state fee
- $250
- Registered agent
- Included, first year; $149/yr after
- Submitted to the NC Secretary of State
- Certificate of existence ordered for you
- $199, state fees at cost
State fees pass through at cost, on their own line.
To do business in North Carolina, an LLC formed elsewhere needs a certificate of authority, which it requests on Form L-09 with a $250 state fee; a business corporation uses Form B-09 at the same $250. North Carolina Certificate of Authority prepares the application, orders the original certificate of existence that must accompany it, and submits both to the Secretary of State for $199 plus the state fee.
North Carolina uses the phrase "certificate of authority" in its statutes and on its forms, so the name of this filing is the same as the document you will receive. Three dates follow it: the home-state certificate must be under 6 months old, the LLC annual report is due every April 15, and the penalty for operating without the certificate runs $10 a day.
Everything in your order
Your application prepared
IncludedForm L-09 for an LLC or Form B-09 for a corporation, completed from your order.
Home-state certificate handled
IncludedWe order a fresh certificate of existence from your formation state so it is never too old.
Submitted to Raleigh
IncludedWe send the full package to the Business Registration Division and follow it until it is issued.
North Carolina registered agent
IncludedUse ours, with an in-state address, or tell us who already serves as your agent.
Follow-up by email
IncludedIf the state form needs a detail your order did not cover, we ask by email before anything is filed.
Certificate in your inbox
IncludedThe issued certificate of authority comes to you as soon as the state releases it.
From order to certificate
Tell us about the company
Exact legal name as your home state shows it, entity type, state of formation, principal office, and the official who will sign. Choose our North Carolina registered agent, or give us your own.
We get the certificate of existence
We request it from the state where you formed, so it is an original and under 6 months old when we file.
We complete the application
Form L-09 or Form B-09, signed by the company official you named. A fictitious name resolution goes in if your name cannot be used here.
We submit it to Raleigh
With the $250 fee, online or on paper. 24-hour service adds $100 if you need it.
Certificate issued
You receive the certificate of authority and a calendar note for April 15 of the following year, when the first LLC annual report falls due.
The North Carolina filing in one table
- Official name
- Application for Certificate of Authority for Limited Liability Company
- Forms
- Form L-09 (LLC), Form B-09 (business corporation), Form N-09 (nonprofit), Form LP-04 (limited partnership), Form LLP-02 (registered LLP)
- Agency
- North Carolina Department of the Secretary of State, Business Registration Division
- State fee
- $250 for an LLC or business corporation, $125 for a nonprofit, $50 for a limited partnership, $125 for an LLP
- Attach
- Certificate of existence (or similar document, such as a certificate of good standing), original, under 6 months old
- Ways to file
- online, mail or courier, in person in Raleigh
- Turnaround
- 5 to 10 business days listed for entity filings, or $100 for 24-hour and $200 for same-day service
- Every year after
- LLC annual report: $200, payable by April 15
- Operating without it
- $10 a day (at most $1,000 a year) plus back fees and taxes
What each entity type pays North Carolina
| Entity type | Form | State fee |
|---|---|---|
| Business corporation | Form B-09 | $250 |
| Limited liability company | Form L-09 | $250 |
| Registered limited liability partnership | Form LLP-02 | $125 |
| Limited partnership or LLLP | Form LP-04 | $50 |
| Nonprofit corporation | Form N-09 | $125 |
The North Carolina cost page adds the expedite charges, card fees and worked totals.
Does your company need one?
North Carolina's rule is simple to state and harder to apply: a foreign entity needs a certificate of authority before it does business in the state, and the statute carves out 11 activities. Defending a lawsuit, completing a single deal within 6 months, selling through independent contractors, banking in the state and owning property are all on the list. The North Carolina certificate of authority test goes through the list and the situations that fall outside it.
The paperwork that holds filings up
Raleigh wants the original certificate of existence, issued by the office that keeps business records in your home state, and dated within 6 months of the filing. A photocopy is not accepted. The full guide explains how to time it, and each form page lists the other items that cause rejections.
What operating without one costs
A foreign LLC or corporation that does business without authority owes North Carolina the fees and taxes that registering would have produced, interest and late penalties included, plus a civil penalty of $10 for each day up to $1,000 for each year or part of a year. Until it has a certificate, it also cannot keep a lawsuit going past trial. See the North Carolina penalty page.
The yearly report
An LLC with a North Carolina certificate files an annual report by April 15 every year after the year it is authorized, whether or not it does any business. The state fee is $200, and a business corporation's report is $25 on paper. The annual report page has the details and the revocation process.
Registered agent, DIY and leaving
The registered agent rules say who may serve and what changes cost. The self-filing walkthrough follows Form L-09 item by item for anyone who wants to submit it directly. Companies formed in Delaware or Wyoming have pages of their own: Delaware LLC in North Carolina and Wyoming LLC in North Carolina. When the company stops doing business here, Form L-14 cancels the certificate for $10.
What Raleigh does with the application
If the Secretary of State finds that the application conforms to law, and all taxes, fees and other payments have been tendered, the office files it and issues the certificate (G.S. 57D-7-03). The Business Registration Division handles the filing, and its turn-around list shows 5 to 10 business days for entity creation with online always faster. Once the certificate exists, the LLC has the same rights, privileges, duties and penalties as a North Carolina LLC of like character, no greater and no less (G.S. 57D-7-05(c)).
Other agencies come after the certificate
The certificate of authority is the Secretary of State's approval to operate; it is not the end of North Carolina registrations. The Secretary of State's own guidance points newcomers to the Department of Revenue, which assigns its own numbers to companies, and adds that North Carolina has no all-purpose business license, so some businesses need several permits and others none. A company with employees has further obligations, and a nonprofit that raises funds may be regulated under other statutes. None of those are decided by the filing we make.
Professional entities and other special cases
A foreign professional corporation or professional LLC has to meet the requirements of Chapter 55B before it qualifies, including the licensing board's rules, and the Secretary of State takes them on separate forms. A foreign LLC that renders a professional service has a further licensing step (G.S. 57D-2-02). If your company is of this kind, email us before ordering and we will tell you which form applies.
What the order form asks
The form asks for the exact name as the home state records it, the state of formation, whether the company has a principal office and where, the company officials with their titles and business addresses, the person who will sign, the registered agent arrangements and whether you want the free filing-notification email on the application. We order the certificate of existence ourselves. If the name will not work in North Carolina, we tell you before anything is signed so that the managers' resolution can be prepared.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Simple pricing
We file your certificate of authority
- Form L-09 for LLCs, Form B-09 for corporations
- The certificate of existence, ordered from the state where you formed
- Submission to the Business Registration Division
- Our North Carolina registered agent, or one you name
- Your issued certificate of authority, sent to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
, plus the $250 state fee
Apply for my certificateState fees are charged at cost and listed on their own line at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
North Carolina certificate of authority questions
How much does a North Carolina certificate of authority cost?
The state fee is $250 for an LLC or business corporation. We add $199, and the state fee reaches you unchanged. An LLC then pays $200 a year for its annual report.
Which home-state document do I attach?
A certificate of existence, or its formation-state equivalent, from whoever keeps business records there. It must be an original and less than 6 months old, and a photocopy is not accepted.
How long does North Carolina take?
The Secretary of State lists 5 to 10 business days as the turn-around for entity creation filings and says online is faster. Expedited filing is $100 for 24 hours, or $200 for the same day when the document arrives by 12:00 noon Eastern.
Can the application be filed online?
North Carolina accepts filings online, mail or courier, in person in Raleigh. Paying online costs $3 more by card or $2 more by ACH.
Who may serve as the registered agent?
We can, at checkout. Otherwise the agent can be a North Carolina resident, a North Carolina corporation, nonprofit or LLC, or an outside entity authorized here, and must have a North Carolina street address.
What if my name is not available in North Carolina?
Enter the name you wish to use here on the application and attach a copy of the managers' resolution adopting it. The fictitious name resolution form (Form L-18) carries no state fee.
Is the annual report due in the year we apply?
No. The first LLC report is due April 15 of the year after the certificate is issued.
Does the certificate expire?
The statute and forms set no expiry date. The certificate is authority "subject to the right of the State to revoke" it (G.S. 57D-7-05(a)), and grounds such as a late annual report lead to revocation, so the yearly April 15 filing is what keeps it alive.
Can I file for a partnership or a nonprofit through you?
Yes, by email. A nonprofit uses Form N-09 at $125, a limited partnership or LLLP uses Form LP-04 at $50, and a registered LLP uses Form LLP-02 at $125.
How do I end the certificate?
File Form L-14, the Application for Certificate of Withdrawal, for $10. A foreign LLC may not withdraw until it has that certificate.
Where these facts come from
- North Carolina Secretary of State, LLC fee schedule
- Form L-09, Application for Certificate of Authority (LLC)
- North Carolina Secretary of State, Business Registration forms
- North Carolina Secretary of State, Business Registration Division (turn-around times)
- North Carolina Secretary of State, Business Registration fees (nonprofit, LLP, expedite, payment fees)
- North Carolina Secretary of State, Business Registration forms list (nonprofit, LP and LLP forms)
- North Carolina Secretary of State, annual report due dates
- North Carolina Secretary of State, business corporation fee schedule
- N.C. Gen. Stat. 57D-7-02 (transacting business without authority)
- North Carolina Secretary of State, Register a Foreign Business
- North Carolina Secretary of State, limited partnership fee schedule
- N.C. Gen. Stat. 57D-7-01 (authority to transact business)
- N.C. Gen. Stat. 57D-7-03 (application for certificate of authority)
- N.C. Gen. Stat. 57D-7-05 (effect of certificate of authority)
- N.C. Gen. Stat. 57D-7-20 (withdrawal of a foreign LLC)
Doing business in North Carolina?
Apply online today and we will prepare, submit and track your certificate of authority.