Articles of Organization LLC North Carolina
What Are North Carolina Articles of Organization?
The Articles of Organization in North Carolina, also known as the Certificate of Formation, is a legal document required to establish a Limited Liability Company (LLC) in the state. This document serves as the official record of the LLC's formation and includes essential information about the company, such as its name, address, and management structure. The Articles of Organization are governed by the North Carolina Limited Liability Company Act, specifically under Chapter 57D of the North Carolina General Statutes. For more information, visit the North Carolina Secretary of State's Business Registration page.
Are North Carolina Articles of Organization Required?
Yes, filing the Articles of Organization is mandatory for forming an LLC in North Carolina. According to § 57D-2-20 of the North Carolina General Statutes, an LLC is not legally recognized until the Articles of Organization are filed with the Secretary of State. Failure to file this document means the LLC does not legally exist, and the business cannot operate under the LLC structure, which includes limited liability protection for its members.
Information Required in North Carolina Articles of Organization
Name Requirements
The LLC name must include a designation such as "Limited Liability Company," "L.L.C.," or "LLC" as per § 57D-2-30. The name must be distinguishable from other business entities registered in North Carolina. Certain words, such as "bank" or "university," may require additional approval from relevant state agencies. To check name availability, use the North Carolina Secretary of State's Business Name Search tool.
North Carolina Registered Agent and Registered Office
Every LLC must designate a Registered Agent and a Registered Office in North Carolina. The Registered Agent can be an individual resident or a business entity authorized to conduct business in the state. The Registered Office must have a physical address in North Carolina, not a P.O. Box, as specified in § 57D-2-40. The agent must consent to their appointment.
Management Structure
The Articles of Organization must specify whether the LLC is member-managed or manager-managed. This choice affects the governance of the LLC and must be clearly stated in the formation documents. Details about the management structure are outlined in § 57D-3-20.
Organizer Information
An Organizer is responsible for filing the Articles of Organization. There are no residency requirements for organizers, and any individual or entity can serve in this role. The organizer's name and address must be included in the filing.
Purpose Statement
North Carolina allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, if the LLC is formed for a specific purpose, it should be stated. Special considerations apply to professional services, and relevant forms can be found on the North Carolina Secretary of State's website.
Certificate of Formation Effective Date
The effective date of the Articles of Organization can be immediate upon filing or delayed to a specified date within 90 days of filing, as per § 57D-2-23. During a delayed effective period, the LLC is not considered active until the specified date.
How to File North Carolina Articles of Organization
Online
The Articles of Organization can be filed online through the North Carolina Secretary of State's Online Filing System. The system is available 24/7, and filings are typically processed within 3-5 business days. Payment can be made via credit card, and a convenience fee may apply.
To file by mail, send the completed Articles of Organization to:
North Carolina Secretary of State
Business Registration Division
P.O. Box 29622
Raleigh, NC 27626-0622
For courier or hand-delivery, use:
2 South Salisbury Street
Raleigh, NC 27601-2903
Include one original and one copy of the Articles, along with a check payable to the "North Carolina Secretary of State." Processing time is generally 5-7 business days, and the filer will receive a stamped copy of the Articles upon approval.
North Carolina Articles of Organization Filing Fee
The filing fee for the Articles of Organization is $125. For the official fee schedule, visit the North Carolina Secretary of State's Fee Schedule. Additional fees may apply for expedited processing or credit card payments. All fees are non-refundable.
What Happens After Filing North Carolina Articles of Organization?
Once filed, the LLC is legally recognized as a business entity in North Carolina. The filer will receive a Certificate of Organization as evidence of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS. Additionally, the LLC may need to register for state taxes with the North Carolina Department of Revenue. An Operating Agreement is recommended, though not required by law. The LLC must file an annual report with the Secretary of State, as detailed on the Annual Reports page.
Common Mistakes When Filing North Carolina Articles of Organization
- Name Availability Issues: Failing to check name availability can lead to rejection. Use the Business Name Search tool to ensure the name is unique.
- Missing Required Information: Omitting essential details such as the Registered Agent's address can result in rejection. Ensure all fields are completed.
- Incorrect Fees: Submitting the wrong fee amount will delay processing. Verify the current fee on the Fee Schedule.
- Invalid Registered Agent: The Registered Agent must meet state requirements. Refer to § 57D-2-40 for details.
- Restricted Terms Without Approval: Using restricted words without proper approval can cause rejection. Check with relevant agencies for necessary permissions.
- Unsigned Documents: Ensure the Articles are signed by the organizer to avoid rejection.
- Wrong Forms for Professional Services: Professional LLCs may require different forms. Check the Professional Entity Forms for guidance.
- Delayed Effective Date Errors: If specifying a delayed effective date, ensure it is within the 90-day limit as per § 57D-2-23.
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