North Carolina Certificate of Authority/Form N-09
North Carolina Form N-09, the nonprofit application
A foreign nonprofit corporation applies for its North Carolina certificate of authority on Form N-09, the Application for Certificate of Authority for Nonprofit Corporation, and pays $125, half the fee a for-profit pays. These orders come in by email, and $199 covers preparing the form on top of the state fee.
Form N-09 in brief
- Filed by
- A foreign nonprofit corporation that will conduct affairs in North Carolina
- State fee
- $125
- Attachment
- A certificate of existence, or the home-state equivalent, with the home records office's authentication
- Signed by
- The presiding officer of the board or any officer of the corporation
- Filing office
- Business Registration Division, P.O. Box 29622, Raleigh, NC 27626-0622
- Handling
- 5 to 10 business days listed for entity filings; expedite $100 or $200
The thirteen items of Form N-09
| Item | Entry to make | How it fails |
|---|---|---|
| 1. Name | The corporation's complete name exactly as the home records show it, or the different name it wants to use in North Carolina | A name that is not exactly the certificate's |
| 2. State or country | Where the nonprofit was incorporated | Disagrees with the certificate |
| 3. Date and duration | The date of incorporation and the period of duration | Leaving the duration blank |
| 4. Principal office | The street address from which the nonprofit operates | A box number given as the street address |
| 5. Mailing address | The mailing address, if different from item 4 | Repeating the street address |
| 6. Registered office | Street address and county of the North Carolina registered office | An address outside North Carolina |
| 7. Office mailing address | The mailing address of the registered office, if different from item 6 | Omitting a P.O. box the agent uses |
| 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 | A signer who is not listed |
| 10. Members | Whether the corporation has members or does not | Ticking neither box |
| 11. Certificate | Statement that a certificate of existence is attached | Forgetting the attachment |
| 12. Fictitious name | The board's resolution adopting the name, certified by its secretary, if one is needed here | An uncertified resolution |
| 13. Effective date | Blank, or a delayed date or time (90th day at most) | A date beyond the limit |
The signature block carries the corporation's name, an officer's signature and that officer's printed name and title; the notes at the foot state the fee.
"Conduct affairs" is the nonprofit wording
The forms and the Secretary of State's guidance speak of a nonprofit conducting affairs in North Carolina, not transacting business, though the idea is the same: a foreign entity cannot do it before holding a certificate of authority. The Secretary of State's manual lists activities that do not count for foreign entities generally, such as defending a case, holding a bank account and gathering orders that are accepted elsewhere, and it asks for one executed original application, specific to the entity type. The certificate of authority test covers the exclusions.
Members, officers and the registered agent
Item 10 asks whether the corporation has members. Answer from the home-state articles and bylaws. The officers in item 9 are the people who can sign, since the form is executed by the presiding officer of the board or by any officer. The registered agent in item 8 has to be a North Carolina resident, an existing domestic business or nonprofit corporation, or a foreign business or nonprofit corporation authorized to conduct affairs in North Carolina. The agent page has the change fee.
Fundraising is a separate regulatory question
The Secretary of State's guidance for new arrivals flags that activities a nonprofit undertakes to raise funds may be regulated under one or more other state statutes, and that the Secretary of State's office does not decide those questions. A certificate of authority does not by itself authorize solicitation. Plan to ask a North Carolina attorney whether any registration for solicitation applies before the first campaign.
Fee, payment and speed
The fee is $125. Paper filings go 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. Same-day expedite is $200 for documents received by 12:00 noon Eastern, and 24-hour expedite is $100.
Why nonprofit applications are sent back
- No certificate of existence is attached, or it lacks the home records office's authentication.
- The name differs from the certificate and no resolution is attached.
- Neither box in item 10 is ticked.
- The signer is not an officer listed in item 9.
- The fee is short.
Having us file Form N-09
Email us the details
Name, home state, incorporation date, officers and whether there are members.
We order the certificate
Authenticated, from the official who keeps nonprofit records at home.
We complete the thirteen items
With the registered agent and office.
An officer signs
The signer is an officer named in item 9.
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 N-09 questions
Is the nonprofit fee lower than the LLC fee?
Yes: $125 against $250.
Does a tax-exempt nonprofit still need the certificate?
Tax status and authority to conduct affairs are separate. The certificate is the Secretary of State's permission to operate here.
Does a nonprofit file an annual report like an LLC?
The Secretary of State's annual report chart covers business corporations, LLCs and LLPs.
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 N-09, Application for Certificate of Authority (nonprofit corporation)
- North Carolina Secretary of State, Register a Foreign Business: requirements
Doing business in North Carolina?
Apply online today and we will prepare, submit and track your certificate of authority.