How To Form A Foreign Limited Liability Company in North Carolina – Application for Certificate of Authority for Limited Liability Company

The North Carolina Application for Certificate of Authority for Limited Liability Company is a filing expected by the North Carolina Secretary of State when a foreign Limited Liability Company wishes to do business in this state. All foreign Limited Liability Companies will need to obtain a North Carolina Certificate of Authority to do business as such in this state.

The North Carolina Application for Certificate of Authority for Limited Liability Company must be submitted with a Certificate of Existence, issued by the foreign entity’s home state government within the past six months, and a check or money order for $250.00 (Filing Fee) that is payable to North Carolina Secretary of State. Once this package is submitted, the North Carolina Secretary of State will require nine to eleven days to process this application. Expedited Services are available for an additional fee ($100.00 for 24 Hour Expediting or $200.00 for same day service). If requiring Same Day Service, you will need to make sure the North Carolina Secretary of State. Any expedited service is optional and available only upon request and payment.

How To File

Download Form

Step 1 – Download the North Carolina Application For Certificate of Authority For Limited Liability Company by selecting the “Download Form” link. This will deliver a PDF which you may fill out on screen with a PDF Program (or form friendly browser) which you may either Print or upload directly the North Carolina Secretary of State website.

Step 2 – The First Item will provide a blank line. Enter the Full True Name of the foreign Limited Liability Company applying for a North Carolina Certificate of Authority with this form on the first blank line. This must be entered precisely as it appears on the Certificate of Existence accompanying this document. If the Name of the foreign Limited Liability Company is unavailable or unusable in the State of North Carolina, then enter the Fictitious Name the filing entity will operate under in this state on the second blank line as well. Note: If assuming a Fictitious Name, a copy of the Resolution to Operate Under a Fictitious Name by the Limited Liability Company’s Officers must accompany this form.

Step 3 – Enter the State or Provence (and Country) that holds jurisdiction over the foreign Limited Liability Company’s activities on the blank space in Item 2.

Step 4 – In Item 3, you will need to indicate if the foreign Limited Liability Company has a Principal Office. If it does, then place a mark in the box labeled “a….The limited liability company has a principal office” and proceed to Step 4. If the foreign Limited Liability Company does not have a Principal Office, then mark the box labeled “b….The limited liability company does not have a Principal Office” and proceed to Step 8.

Step 5 – Enter the foreign Limited Liability Company’s Telephone Number on the blank line following the words “…principal office telephone number” in Item 3a.

Step 6 – On the blank line following the term “Number and Street,” in Item 3a, report the Physical Address of the foreign Limited Liability Company’s Principal Office (Building Number, Street, Unit Number).

Step 7 – Continue reporting the Address of the foreign entity’s Principal Office, in Item 3a, on the blank lines labeled “City,” “State,” “Zip Code,” and “County.”

Step 8 – If the filing entity’s Principal Office has a Mailing Address that is different from that of the Physical Address, you may report this below the line beginning with “The mailing address…” You will be provided five areas for this: “Number and Street,” “City,” “State, “Zip Code,” and “Country”

Step 9 – Every Limited Liability Company in the State of North Carolina must have an active North Carolina Registered Agent that will receive Service of Process on behalf of the foreign Limited Liability Company. This may be an individual or a business. Report the Name of this individual or business on the blank space in Item 4.

Step 10 – The Complete Physical Address of the North Carolina Registered Agent must be reported in Item 5. First, on the blank space after the words “Number and Street,” report the Building Number, Street and any applicable Suite Number where the North Carolina Registered Agent is located. Then on the line below this use the spaces designated “City,” “State,” “Zip Code,” and “Country” to report the balance of the Physical Address.

Step 11 – Item 6 will give the opportunity to report a separate Mailing Address for the North Carolina Registered Agent. If the Mailing Address is the Same as the Physical Address, then you may leave this item blank. If it differs, use the lines designated as “Number and Street,” “City,” “Zip Code,” and “County” to report the North Carolina Registered Agent Mailing Address.

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Step 12 – Item 7 requires the Name, Title, and Business Address of all current Limited Liability Company Officials be listed in the table provided. This may be done on a separate document then attached if there is not enough room as this must be a full listing. Item 7 will provide two columns for this purpose. The first column is for the Name and Title (i.e. Manager) of an Official while the second column is for the Business Address.

Step 13 – Item 8 requires a Certificate of Existence issued by the governing body of its home jurisdiction verifying its standing be submitted with this form. The Certificate of Existence must be an original and must be dated within six months of the review date.

Step 14 – Item 9 is aimed at filing entities who must operate under a Fictitious Name. Such an entity will need to include a copy of the Manager Resolution to adopt the Fictitious Name.

Step 15 – If the foreign entity wishes to receive Notices by Email, it may elect to do so by reporting its Email Address on the blank space in Item 10. Otherwise, Item 10 may be left blank.

Step 16 – The Effective Date of a successful application may be delayed by up to ninety days past the natural Filing Date. If the filing entity wishes to elect this option, then a Date of Effect must be reported on the blank line in Item 11. Otherwise Item 11 may be left blank.

Step 17 – In order for this application to be submitted an Authorized Company Official must provide his or her Dated Signature. First, the Signature Party must fill in the blank spaces on the line beginning with the words “This the…” then, in the lower right of the page, the Signature Party must verify the Name of the Limited Liability Company, Sign his or her Name, and Print his or her Name on the blank lines provided.

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Step 18 – You must submit the North Carolina Application For Certificate of Authority For Limited Liability Company with payment of a $250.00 Filing Fee and all the required attachments (i.e. Certificate of Existence). If you are requesting Expedited Service, the Expedited Service fee ($100.00 for 24 Hour Expediting, $200 Same Day Expediting) should be considered separate and in addition to the Filing Fee.

Mail To:

Corporations Division
P.O. Box 29622
Raleigh, NC 27626-0622

Step 18 – Foreign Limited Liability Companies must file a North Carolina Annual Report once a year by April 14 with the North Carolina Secretary of State. The Limited Liability Company may file by mail using the Annual Report Form mailed to it by the North Carolina Secretary of State or it may file directly online here: https://www.sosnc.gov/corporations/arentry.aspx. It should be noted that a $50.00 Filing Fee is attached to this submission.