North Carolina LLC Formation – Basics & Helpful Information

General Overview of the North Carolina LLC

This article is meant to be a general overview of the North Carolina LLC formation process and other basic issues related to LLCs.

Form an LLC in North Carolina

You can use this checklist to help guide you through the process of forming a North Carolina LLC:

Step 1: Decide on a Business Name

One of the first things a business owner does is select a name. If you are going to create an LLC in North Carolina, you will need to make sure the name is available. You can check the availability of a name (at the state level) by searching the North Carolina SOS database.

It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the North Carolina SOS will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.

North Carolina Naming Issues

In choosing the limited liability company’s name there are certain legal requirements of which you should be aware:

1. A limited liability company name shall not contain language stating or implying that the organization is organized for any purpose other than a purpose that is lawful and that is permitted by its Articles of Organization.
2. The limited liability company’s name must be distinguishable upon the records of the Secretary of State, from the name of any business entity of record, a corporate name reserved or registered, or a name used, reserved, or registered by a limited liability company, or a limited partnership or a limited liability partnership.
3. The name of a limited liability company must contain the words, “limited liability company: or the abbreviation “L.L.C.” or “LLC”, or the combination “ltd. Liability Co.” or “ltd. Liability company.”

Step 2: Register your LLC with the State

North Carolina Articles of Organization

The Articles of Organization document (when filed with the North Carolina Secretary of State) is what creates the LLC. You can find North Carolina forms on the SOS website.

To file the Articles of Organization, we recommend uploading online. You can also print your forms and file via the mail.

The North Carolina Articles of Organization must include (at a minimum):

• Name of LLC
• Name, address and title or the person(s) executing the Articles of Organization
• Name, street address (and mailing address, if different than street address) of the initial registered agent
• Principal Office Address, mailing address, if different, and Phone Number
• Effective date of the Articles of Organization, if to be effective after the filing date

Launching a North Carolina Business →

North Carolina Registered Agent Information

North Carolina LLCs must have a registered agent in the state of North Carolina to receive official documentation and governmental communications. The registered agent can be a member of the LLC, or a trusted third party who resides in North Carolina. The name and physical address of the registered agent must be included in the LLC’s Certificate of Organization.

What is a Registered Agent? →

Step 3: Create and Sign the LLC’s Governing Document

The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:

• Limitations on the members liabilities
• The level of consent needed to take various actions (i.e. simple majority required to add new members)
• The percentage of the LLC that each member owns
• How profits and losses are allocated between the members (typically based on ownership percentages)
• Limitations on transferability
• What each member is contributing to the LLC and what happens is such contributions are not made.
• The authority of the members, officers, managers, committees, etc.
• How meeting are conducted

One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their North Carolina LLC formation services.

Step 4: Get an EIN

After you form a North Carolina LLC, you can get the EIN. There are a few different ways to get an EIN:

1. Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
2. Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
3. Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.

Does my LLC Need an EIN? →

Step 5: Get Licenses and Permits

After you create your new North Carolina LLC, you’ll need to determine if your business/profession requires any license or permits to conduct business. Call Business Link NC at 1-800-228-8443 to find out about business licenses, occupational licenses, environmental permits, and zoning requirements for your specific type of business.

Read more about North Carolina Licenses and Permits →