North Carolina Certificate of Authority/Form B-09
North Carolina Form B-09, the corporation application
Form B-09 is the Application for Certificate of Authority that a foreign business corporation files under G.S. 55-15-03 with the Business Registration Division and a $250 fee. The corporation's original certificate of existence is filed with it. We prepare and file it for $199 plus the state fee.
Form B-09 in brief
- Filed by
- A foreign for-profit corporation that will transact business in North Carolina
- State fee
- $250
- Attachment
- An original certificate of existence, authenticated, under 6 months old
- Signed by
- The chairman of the board or any officer
- Annual report
- $25 on paper or $21 online, due the 15th day of the 4th month after the fiscal year ends
- Withdrawal
- G.S. 55-15-20, $25
The twelve items of Form B-09
| Item | Entry to make | How it fails |
|---|---|---|
| 1. Corporate name | The complete name exactly as the home records show it, with its ending; the North Carolina name too if the real one is unavailable | A name without a corporate ending |
| 2. State or country | Where the corporation was incorporated | Disagrees with the certificate |
| 3. Date of incorporation | The incorporation date | Copy it from the certificate |
| 4. Duration | Perpetual, or a date certain | Leaving both boxes empty |
| 5. Principal office | The street address and county of the principal office, with a separate mailing address where needed, or a statement that the corporation has no principal office | A mailbox as street address |
| 6. Registered office | Street address and county of the North Carolina registered office | An address outside the state |
| 7. Agent's mailing address | Only if mail does not go to the street address, or a P.O. box is preferred | Repeating the street address |
| 8. Registered agent | The agent's name | An agent who does not qualify |
| 9. Officers | Names, titles and usual business addresses of the current officers | The signer missing from the list |
| 10. Certificate | Attached: the original certificate of existence, less than six months old | A photocopy |
| 11. Fictitious name | A copy of the board resolution, certified by the secretary, adopting the name | An uncertified resolution |
| 12. Effective date | Blank for effective on filing, or a later date or time up to the 90th day | A date that is too far out |
The signature block takes the corporation's name, the signature of the chairman or an officer, and that person's printed name and title.
The attachment and the age limit
The form says the certificate of existence must be an original and less than six months old, and that the document, duly authenticated, comes from whoever keeps corporate records where the company was incorporated. The statute requires a certificate of existence or its home-jurisdiction equivalent with the application (G.S. 55-15-03(b)). The certificate states the company's home-state status, so that status has to be current.
What the application must contain by statute
G.S. 55-15-03 lists six things: the corporation's name or the name it wants to use in North Carolina, its state or country of incorporation, its date of incorporation and period of duration, the principal office and mailing addresses with the county, the registered office with its county and the agent's name, and the names and usual business addresses of current officers. Every one has a place on Form B-09.
Fee, payment and handling
The filing fee is $250, payable the same ways as for an LLC: a check to the North Carolina Secretary of State by mail to P.O. Box 29622, Raleigh, NC 27626-0622, in person in Raleigh, or online with a $3 card fee or $2 ACH fee. A 24-hour expedite adds $100 and a same-day expedite $200. The Secretary of State lists 5 to 10 business days for entity filings and notes that online is faster.
After the certificate: the corporate calendar
A business corporation files its annual report by the 15th day of the 4th month after the fiscal year ends, so the due date depends on the fiscal year end, not on April 15. Filed on paper it costs $25; filed online it costs $21, which is $18 plus the card fee. A change of corporate name, period of duration or state of incorporation needs an amended certificate (G.S. 55-15-04). A corporation also has to pay amounts due within 60 days and answer interrogatories within 30 days.
Why Form B-09 filings are sent back
- The certificate of existence is a photocopy, over 6 months old or unauthenticated.
- The corporate name lacks an ending, or differs from the certificate.
- The officer who signs is not on the list in item 9.
- The registered office is not in North Carolina, or the agent does not qualify.
- A fictitious name resolution is not certified by the secretary.
Having us file Form B-09
Start the order
Enter the home state, incorporation date, duration and officers.
We order the certificate
An original, authenticated, under six months old.
We complete the twelve items
Including the registered agent and office.
An officer signs
The chairman or any officer listed in item 9.
We submit it
With the $250 fee, and send you the certificate of authority.
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.
Form B-09 questions
Does the corporation need a fictitious name?
Only if its real name cannot be used in North Carolina. The board resolution adopting the name, certified by the secretary, goes with the application.
What is the penalty for a corporation that did business before applying?
The same as for an LLC (G.S. 55-15-02(d)): back fees, taxes, interest and penalties, and the civil penalty of $10 per day, $1,000 at most per year.
Can a corporation file Form B-09 online?
The Secretary of State takes these filings online, mail or courier, in person in Raleigh.
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
- North Carolina Secretary of State, business corporation fee schedule
- Form B-09, Application for Certificate of Authority (business corporation)
- N.C. Gen. Stat. 55-15-03 (application for certificate of authority, corporation)
- North Carolina Secretary of State, Register a Foreign Business: requirements
- North Carolina Secretary of State, Register a Foreign Business: maintaining registration
- N.C. Gen. Stat. 55-15-20 (withdrawal of foreign corporation)
- N.C. Gen. Stat. 55-15-04 (amended certificate of authority, corporation)
- N.C. Gen. Stat. 55-15-02 (consequences of transacting business without authority)
- N.C. Gen. Stat. 57D-7-02 (transacting business without authority)
- North Carolina Secretary of State, Register a Foreign Business
Doing business in North Carolina?
Apply online today and we will prepare, submit and track your certificate of authority.