North Carolina Certificate of Authority/Form LLP-02
North Carolina Form LLP-02, the foreign registered LLP application
A foreign limited liability partnership registers in North Carolina on Form LLP-02, the Application for Registration, Foreign Registered Limited Liability Partnership, under G.S. 59-91, and pays $125. The application goes in with a home-jurisdiction certificate of existence certified within the last six months. We handle these by email order and prepare the form for $199 in addition to the state fee.
Form LLP-02 in brief
- Filed by
- A foreign limited liability partnership before it transacts business in North Carolina
- State fee
- $125
- Attachment
- A certificate of existence or similar document from the home jurisdiction, certified within 6 months
- Signed by
- At least one general partner
- Annual report
- $200, due the 15th day of the 4th month after the fiscal year ends
- Filing office
- Business Registration Division, P.O. Box 29622, Raleigh, NC 27626-0622
What Form LLP-02 asks
| Item | Entry to make | How it fails |
|---|---|---|
| 1. Name | The registered LLP's name as it stands in the partnership agreement, amendments included, and in the home-state record | A name that differs from the record |
| 2. Name for North Carolina | If item 1 is unavailable here, the name to be used, which must carry an LLP ending | A name without an ending |
| 3. Principal office | The telephone number and street address of the principal office, and the mailing address if different, with the county | Leaving the county out |
| 4. Registered agent | The initial registered agent's name | An agent who does not qualify |
| 5. Registered office | Street address and county of the initial registered office, and a mailing address if different | An address outside North Carolina |
| 6. Email (optional) | A business email for the free filing notification | A personal address |
| 7. Certificate | The attached certificate of existence (or equivalent), authenticated by whoever keeps LLP records at home, under six months old | A stale certificate |
| 8. Fiscal year end | The partnership's fiscal year end, a day and month such as December 31 | Giving only a month |
| Effective date | Blank for effect on filing; otherwise a delayed date or time within 90 days | Too far out |
At least one general partner signs, with the business entity name, the date and the printed name and title.
What section 59-91 requires
The application must contain the partnership's name (one that satisfies the home jurisdiction's requirements and North Carolina's name rules), the principal office address and county, the registered agent and registered office with its county, and the fiscal year end, and it is delivered with the certificate (G.S. 59-91). A name for a foreign LLP in North Carolina carries one of these endings: registered limited liability partnership, limited liability partnership, L.L.P., R.L.L.P., LLP or RLLP (G.S. 55D-20).
Why the fiscal year matters
The fiscal year end on the form is not a formality. The LLP's annual report is due on the 15th day of the 4th month after the fiscal year ends, and the Secretary of State's chart applies the same rule to LLPs and LLLPs. A December 31 fiscal year puts the report due date on April 15; a June 30 fiscal year puts it on October 15. The report costs $200 on paper or $203 online with the card fee.
Registering does not weaken the shield
Section 59-92 says a foreign LLP that does business in the state cannot maintain an action or proceeding unless its registration is in effect (G.S. 59-92(a)). A missing registration leaves its contracts and acts intact and does not bar it from defending a case, and a partner's limit on personal liability is not waived solely because the LLP transacted business here unregistered (G.S. 59-92(c)). Registering restores court access; it does not create the liability limit, which belongs to the home state's law.
Fee, payment and handling
The state fee is $125. Mail goes to P.O. Box 29622, Raleigh, NC 27626-0622 with a check payable to the North Carolina Secretary of State; online payment adds $3 for a card or $2 for ACH. To speed it up, $100 buys filing within a day and $200 buys it the same day.
Why LLP applications are sent back
- The certificate is older than 6 months or lacks authentication.
- The name lacks an LLP ending, or differs from the home record.
- The fiscal year end is missing or not a day and month.
- No general partner signed.
- The registered office is not in North Carolina.
Having us file Form LLP-02
Email us the partnership details
Name, home jurisdiction, principal office, general partners and fiscal year end.
We order the certificate
Under six months old on the filing date.
We complete the form
With the registered agent and office.
A general partner signs
The signer is a general partner.
We submit it
With the $125 fee.
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 LLP-02 questions
Is a registered LLP the same as an LLLP for North Carolina?
No. A registered LLP files Form LLP-02; a limited liability limited partnership files Form LP-04 and chooses the LLLP box.
Is the LLP annual report due on April 15?
Only if the fiscal year ends December 31. The rule is the 15th day of the 4th month after the fiscal year ends.
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 LLP-02, Application for Registration, Foreign Registered Limited Liability Partnership
- N.C. Gen. Stat. 59-91 (statement of foreign registration, limited liability partnership)
- North Carolina Secretary of State, Register a Foreign Business: maintaining registration
- North Carolina Secretary of State, Register a Foreign Business: requirements
- N.C. Gen. Stat. 55D-20 (name requirements)
- N.C. Gen. Stat. 59-92 (effect of failure to register, limited liability partnership)
Doing business in North Carolina?
Apply online today and we will prepare, submit and track your certificate of authority.