A Delaware LLC applying for a North Carolina certificate of authority

Form L-09 says on its face that a photocopy of the certification cannot be accepted. Delaware's Division of Corporations sells the certificate for $50. Time it close to the filing: a certificate dated in January works in May but not in August. Delaware's certificate speaks to standing in Delaware, so settle the annual tax first, since $200 follows a late payment.

North Carolina applies the Chapter 55D name rules to a foreign LLC, which must carry an ending such as "limited liability company", "L.L.C.", "LLC". A Delaware LLC whose name is already held by a North Carolina entity cannot register under it. The application then states the different name the LLC will use in the state, and the managers adopt it by resolution; that resolution form is Form L-18 and carries no state fee. If the Delaware LLC later renames itself, Form L-10 updates the certificate for $50.

North Carolina will not take the Delaware agent unless that agent qualifies here. The permitted choices are a resident, a North Carolina entity, or a foreign entity authorized in the state, in each case with a registered office at a North Carolina street address. If one agent firm is to serve both states, check that it is authorized in North Carolina before it signs.

Triggers include an employee, a leased space, regular local contracts or a project that runs past the 6-month isolated-transaction exclusion. Owning property here is excluded on its own terms, so a Delaware holding LLC that merely owns real estate in North Carolina is placed differently from one that runs a business on it. The certificate of authority test walks through the cases.