The complete guide to a North Carolina certificate of authority

Under the statute a foreign LLC may not transact business before it holds the certificate; the statute then lists 11 activities that do not count. That call belongs to the company and its lawyer, the Secretary of State says. Staff or an office in the state, regular local contracts and recurring sales to North Carolina customers from a presence here are not on that list. A lawsuit, a bank account, sales via independent contractors and one deal wrapped up within 6 months are. The certificate of authority test sorts the common situations.

The company's name has to meet North Carolina's name rules in Chapter 55D, including an ending such as "limited liability company", "L.L.C.", "LLC" for an LLC (G.S. 55D-20). If the real name cannot be used, the application states the name the company will use here, and the managers adopt it by resolution, a copy of which goes with the application. The form for that resolution is Form L-18 and carries no state fee. A name reservation costs $10. A registered company that later changes its name to one North Carolina will not accept cannot do business in the state under the new name until it adopts a compliant one and obtains an amended certificate.

What you attach is a certificate of existence (or something equivalent) bearing the authentication of whoever keeps entity records in the home state. It must be an original, less than 6 months old, and a photocopy of the certification cannot be accepted. Order it near the filing date, since a certificate ordered in March is stale in September. A registered LLP's application carries the same six-month rule.

The Secretary of State accepts these filings online, mail or courier, in person in Raleigh. Mail goes to P.O. Box 29622, Raleigh, NC 27626-0622. Online payments add a $3 card fee or a $2 ACH fee. The page that lists turn-around times gives 5 to 10 business days for entity creation and notes that online is always faster. Expedited filing is $100 for filing within 24 hours of receipt, and $200 for filing by the end of the business day when the document arrives by 12:00 noon Eastern. The state keeps the expedite charge whatever the outcome.

Three obligations start. The LLC annual report is due April 15 of the year after the certificate is issued, and every April 15 after that. The company must also keep its record current: pay any penalty, fee or other amount due within 60 days, report a change of registered agent or office within 60 days, report a change of principal office within 60 days and answer any interrogatory from the Secretary of State within 30 days. And the company may need to register with other agencies: the Secretary of State's guidance points to the Department of Revenue for a tax identification number, to licensing agencies for permits, and notes that North Carolina offers no single catch-all business license.

The Secretary of State may start revocation on any of 7 grounds: a late annual report, a penalty or fee unpaid 60 days after it is due, a registered agent or office missing for 60 days or more, a failure to report an agent change within 60 days, a knowingly false document, a home-state notice of dissolution or merger, or acting beyond the powers the Act gives. The state mails a notice and the company has 60 days to cure each ground. After revocation the authority to do business ends on the date the revocation certificate states, the Secretary of State becomes the company's agent for claims arising from its North Carolina business, and an appeal lies to the Superior Court of Wake County within 30 days. To come back, the LLC files Form L-09A with an original certificate of existence and, where it applies, a current annual report; the filing fee is $450.

You order the home-state certificate, then file; the state files the application once the fees are in and issues the certificate; the first annual report falls due April 15 of the year after the certificate is issued; from then on the report repeats every April 15, and in between the company reports a change of agent, office or principal address inside 60 days. One that misses a report or leaves the agent seat empty for 60 days gets a notice and 60 days to put it right.