North Carolina Certificate of Authority/Annual report
What a foreign LLC files each year in North Carolina
An LLC holding a North Carolina certificate files its annual report on or before April 15 every year after the year it was authorized, for $200 on paper or $203 online with the card fee. The report is due whether or not the company is conducting any business. A late report gives the Secretary of State a reason to revoke the certificate.
Due dates and fees by entity type
- Limited liability company
- April 15 each year; first report April 15 of the year after the certificate is issued; $200 paper, $203 online
- Business corporation
- the 15th day of the 4th month after the fiscal year ends; $25 paper, $21 online
- LLP and LLLP
- the 15th day of the 4th month after the fiscal year ends; $200
- Professional entities under Chapter 55B
- Outside the Secretary of State's annual report requirement
What the report is
The report carries the company's contact information as of the day it is executed. The information must be current as of that date. LLCs and LLPs can file electronically at any hour, or they can download a pre-populated report and mail it to the address printed in its footer. The Secretary of State sets the fee for the LLC at $200, plus $3 if you pay by card online or $2 by ACH.
The April 15 date and the first report
The first LLC report is due April 15 of the year after the certificate is issued, so an LLC authorized in October files its first report by April 15 of the next year. Because the date is fixed rather than tied to the anniversary, every foreign LLC has the same deadline. A calendar entry in January is enough: the Secretary of State's online filing opens after the first of the year, and the office says that filing it online yourself is the way to avoid vendor surcharges.
The scam alert to know about
The Secretary of State's own homepage warns that vendors are aggressively pushing "priority" and "early" annual report filing and charging fees on top of the statutory filing fee. The statutory fee is the figure in the table above.
Corporations, LLPs and the deployment extension
A business corporation's report is due the 15th day of the 4th month after the fiscal year ends, so the date moves with its fiscal year. The online price is $21, made up of $18 plus the card fee, and the paper price is $25. An LLP or LLLP follows the same date rule and pays $200. Where more than half of a business is owned by a deployed service member, an Affidavit of Deployment filed before deployment makes the report due 90 days after the deployment ends.
What a late report leads to
| Stage | What happens | Cost |
|---|---|---|
| Report not filed by the due date | The foreign LLC is delinquent, which is a ground for revocation | Notice follows |
| Notice | The Secretary of State mails written notice of the determination | Written notice |
| 60 days after the notice | If the ground is not cured, the Secretary of State may sign a certificate of revocation | No fee for the revocation certificate |
| Revoked | Authority to do business ends on the date in the certificate; claims from its authorized period are served through the Secretary of State | Reinstatement needed |
| Reinstatement | Application on Form L-09A with an original certificate of existence and the current report | $450 |
Reinstatement costs $450 because the form's fee is the $250 application plus a $200 annual report. An LLC may appeal a revocation to the Superior Court of Wake County within 30 days after the revocation certificate is mailed.
Other duties that keep the record current
The annual report is one of several upkeep duties. The company must pay any penalty, fee or other amount due within 60 days, notify the Secretary of State within 60 days of a change of registered agent or office, notify it within 60 days of a change of principal office and answer interrogatories within 30 days. Failure on any of them can lead to revocation.
Leaving ends the reports
When the certificate of withdrawal has issued, no further annual reports are due for the entity. Until it does, the report is due each year. See the Form L-14 page.
North Carolina annual report questions
What happens if the North Carolina LLC annual report is late?
The LLC becomes delinquent, and revocation can follow. After revocation, the way back is the reinstatement fee.
Can the report be filed on paper?
Yes for LLCs and LLPs: a pre-populated report can be downloaded and mailed. Online filing is open at any hour.
Does an inactive LLC file?
Yes. The report is due April 15 whether or not the company is conducting business, until the certificate is withdrawn.
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.
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
- Form L-09A, Application for Certificate of Authority Following Administrative Revocation (LLC)
- North Carolina Secretary of State, Register a Foreign Business: maintaining registration
- North Carolina Secretary of State, business corporation fee schedule
- N.C. Gen. Stat. 57D-7-32 (appeal from revocation)
- N.C. Gen. Stat. 57D-7-30 (grounds for revocation)
Doing business in North Carolina?
Apply online today and we will prepare, submit and track your certificate of authority.