North Carolina — Registration & Annual Compliance

Forming a domestic limited liability company (LLC) in North Carolina begins with filing the Articles of Organization (Form L-01) with the North Carolina Secretary of State, Corporations Division. The governing statute is North Carolina General Statutes (N.C.G.S.) § 57D-2-20, which outlines required contents such as the LLC name, address, registered agent and office, the names of company organizers, and whether the LLC is to be managed by its members or managers.

Filing office and method: The filing is submitted to the Secretary of State’s Corporations Division. Filers may submit Form L-01 online or by mail, with the official form and instructions published on the Secretary of State’s website. North Carolina does not require an operating agreement for LLC formation, but it is recommended for internal governance.

Name requirements: The LLC name must be distinguishable from entities already registered in North Carolina and must contain a permissible LLC designation (such as “Limited Liability Company” or an acceptable abbreviation). Name availability can be preliminarily checked through the Secretary of State’s online search tool.

Registered agent requirement: Designating a registered agent with a physical North Carolina address is a mandatory element of the filing under N.C.G.S. § 55D-30.

Filing fee: Unable to confirm as of 2026-06-16.

Statutory reference: The full statutory content requirements appear in N.C.G.S. § 57D-2-20 and the Articles of Organization instructions (Form L-01).

Source: N.C.G.S. § 57D-2-20 Source: North Carolina Secretary of State – Form L-01, Articles of Organization

A foreign business entity (such as an LLC, corporation, or partnership formed outside North Carolina) must qualify with the North Carolina Secretary of State before transacting business in the state. The foundational rule is found in N.C.G.S. § 55-15-01(a) for corporations and N.C.G.S. § 57D-7-01(a) for LLCs, both of which state that a foreign entity may not transact business in North Carolina until it obtains a certificate of authority from the Secretary of State.

What counts as "doing business"? North Carolina statute clarifies what activities do not constitute transacting business, such as maintaining bank accounts, holding meetings, selling through independent contractors, owning property not used in business, effecting interstate commerce, and soliciting orders accepted outside the state. (See N.C.G.S. § 55-15-01(b) for corporations and § 57D-7-01(b) for LLCs for the full statutory exclusions.)

Engaging in activities outside these safe-harbor exclusions—such as having employees or a storefront in North Carolina, performing contracts in-state, or deriving revenue from local transactions—typically triggers the requirement to register. However, the statutes refrain from providing an exclusive list of business activities that require qualification; case law and factual context may influence whether registration is triggered in a borderline case.

Penalties for failure to register: A foreign entity transacting business without proper registration cannot maintain a lawsuit in North Carolina courts until it obtains authority—though this does not void its contracts or preclude it from being sued (see N.C.G.S. § 55-15-02 and § 57D-7-03). Civil penalties and fees may also apply for failure to register, but the statute does not specify a dollar amount for late-qualification penalties as of this writing.

Source: N.C.G.S. § 55-15-01 Source: N.C.G.S. § 57D-7-01

Every business entity (domestic or foreign) registered to do business in North Carolina must continuously maintain a registered agent and registered office in the state. This requirement is established in N.C.G.S. § 55D-30 and applies to corporations, LLCs, limited partnerships, and other organizational types subject to registration.

Who may serve as registered agent: The registered agent may be:

• An individual who resides in North Carolina;
• A domestic business entity (corporation, LLC, partnership, etc.) that is authorized to act as agent;
• Or a foreign business entity authorized to transact business in North Carolina and authorized to act as agent in the state.

The registered agent’s business or residential address must exactly match the registered office address on file with the Secretary of State. The registered office must be a physical address in North Carolina—not just a P.O. box—where process, notice, or demand can be personally served during regular business hours. (N.C.G.S. § 55D-30(b))

Duties and consequences: A registered agent’s statutory duty is to receive service of process, legal documents, and official notices on behalf of the entity and to forward them to the entity. While the North Carolina statutes do not use the phrase “promptly forward,” this function is intrinsic to the agent’s role as intermediary. If an entity fails to maintain a registered agent or registered office (for example, if the agent resigns and no replacement is appointed or if the entity neglects to update address information), the Secretary of State may administratively dissolve a domestic entity or revoke a foreign entity’s certificate of authority. See N.C.G.S. § 55D-31.

Agent resignation: A registered agent may resign by delivering a signed statement to the Secretary of State; the resignation is effective 31 days after filing unless a new agent is appointed sooner. Full details appear in N.C.G.S. § 55D-32.

Source: N.C.G.S. § 55D-30 Source: N.C.G.S. § 55D-31 Source: N.C.G.S. § 55D-32

In North Carolina, forming a domestic business corporation requires filing Articles of Incorporation with the Secretary of State, Corporations Division. The governing statute is N.C.G.S. § 55-2-02, which details the minimum required content:

• The corporate name (which must be distinguishable and end with "corporation," "incorporated," "company," or an accepted abbreviation),
• The number of authorized shares,
• The name and address of each incorporator,
• The street address and mailing address of the corporation’s initial registered office and the name of its registered agent.

Form B-01 and Filing Method: Articles of Incorporation are submitted using Form B-01, available from the Secretary of State’s website. Filers may submit online or by paper. The form provides structured sections for all statutory requirements and may optionally include provisions for director liability, indemnification, or initial directors’ names and addresses.

Filing Fee: The state charges a $125 filing fee for Articles of Incorporation. This fee applies regardless of filing method and must accompany the initial filing.

Processing and effective date: Filing is typically processed within 5–7 business days for paper filings and faster for online submissions, though timelines may fluctuate. An entity is formed and gains legal existence upon the Secretary of State’s acceptance of the Articles.

Statutory References: Content requirements are codified at N.C.G.S. § 55-2-02 and the official form instructions. Current filing fees are published by the Secretary of State’s office.

Source: N.C.G.S. § 55-2-02 Source: NC Secretary of State – Articles of Incorporation Form B-01 Source: Fee Schedule – NC Secretary of State

Nearly all domestic and foreign business entities registered in North Carolina—including LLCs and corporations—are required to file an annual report with the North Carolina Secretary of State to maintain active status.

Who files and what law governs

• Domestic and foreign business corporations must file under N.C.G.S. § 55-16-22.
• Domestic and foreign LLCs file pursuant to N.C.G.S. § 57D-2-24.
• Nonprofit corporations and some other entity types have separate rules not detailed here.

Annual report deadlines:

• Corporations: Due by the 15th day of the fourth month after the close of the entity’s fiscal year. For calendar-year corporations, this means April 15. (N.C.G.S. § 55-16-22(b))
• LLCs: Due April 15 annually. (N.C.G.S. § 57D-2-24(a))

Filing method:

• Annual reports for both LLCs and corporations are generally filed online via the Secretary of State’s annual reports portal. Electronic filing is the standard and fastest option; paper filing is now a limited exception for corporations and not accepted for LLCs according to current Secretary of State guidance.

Filing fee:

• Most corporations: $25, filed online with the Secretary of State.
• LLCs (domestic or foreign): $200, filed online with the Secretary of State.
• The $23 fee for corporations only applies if the (rare) paper report is accepted by the Department of Revenue. All LLC filings must be online at $200.

Consequences of not filing:

• If an entity fails to file its annual report by the due date, the Secretary of State will send a notice of delinquency. If the report is not filed within 60 days after notice, the Secretary may administratively dissolve a domestic entity or revoke a foreign entity’s certificate of authority. See N.C.G.S. § 55-14-20 (corporations) and § 57D-6-06 (LLCs).

Source: N.C.G.S. § 55-16-22 Source: N.C.G.S. § 57D-2-24 Source: Annual Report Filing – North Carolina Secretary of State Source: Fee Schedule – NC Secretary of State

A foreign entity (including LLCs, corporations, and LPs) formed outside North Carolina must register with the North Carolina Secretary of State before conducting business in the state, after meeting the threshold for "doing business" under N.C.G.S. §§ 55-15-01 or 57D-7-01. The qualification procedure is conducted through the office’s Corporations Division and, for each entity type, the state publishes entity-specific forms and instructions.

Required materials:

• The foreign entity must submit a Certificate of Authority application (Form B-09 for corporations, Form L-09 for LLCs, and separate forms for LPs/LLPs) online or by mail. Each form requests standard information: the company's legal name, its jurisdiction of formation, the principal office address, and the North Carolina registered agent and registered office. If the entity’s legal name is unavailable in North Carolina, it must adopt a fictitious name for use in the state (N.C.G.S. § 55D-20(a)).
• A Certificate of Existence (also sometimes called a Certificate of Good Standing) issued within 6 months by the entity’s home-state filing authority must accompany the application, per N.C.G.S. § 55-15-03(a)(4) for corporations and § 57D-7-03(a)(4) for LLCs.

Filing fee: The current fee to file for a Certificate of Authority is $250 for most entity types (including both foreign corporations and LLCs). Payment must be included with the application, and current fees are published by the Secretary of State. The Secretary will reject incomplete filings or those submitted without proper payment or a current Certificate of Existence.

Processing and effect: Upon acceptance, the foreign entity receives a Certificate of Authority permitting it to transact business in North Carolina. The registration is effective upon filing or at a later effective date specified in the application (N.C.G.S. § 55-1-23). Only then may the foreign entity commence business in the state.

Source: N.C.G.S. § 55-15-03 Source: NC Secretary of State – Foreign Certificate of Authority Forms for Business Entities Source: NC Secretary of State – Fee Schedule

Any entity intending to conduct business in North Carolina—whether domestic (formed in North Carolina) or foreign (qualified to do business in North Carolina)—must register with the North Carolina Department of Revenue (NCDOR) before engaging in activities subject to state taxes.

What is required: Entities must register for one or more tax accounts (including sales and use tax and income tax withholding) before making taxable sales or hiring employees in North Carolina. The primary vehicle for registration is the NC-BR, Business Registration Application. Registration can be completed online via the NCDOR's Business Registration portal or by submitting Form NC-BR by mail. Both routes create a consolidated NCDOR business account covering sales and use tax, income tax withholding, and select other state levies.

Who registers:

• Domestic and foreign corporations, LLCs, partnerships, and sole proprietors with North Carolina activity.
• Foreign entities must register using the same process as domestic entities; NCDOR does not have a separate path for foreign-qualified businesses.

Process and timeline:

• Online is the fastest route. Go to the NCDOR Online Business Registration portal, create a business account, and complete the required details (legal name, entity type, EIN, effective date of business, registered agent/contact information, and North Carolina address).
• The user will receive a Sales and Use Tax Account ID and/or an Income Tax Withholding Account ID upon approval. NCDOR issues a Certificate of Registration for sales and use tax accounts, which must be conspicuously posted at each business location, as detailed in 17 NCAC 07B .0104.
• As of June 2026, there is no state fee for NCDOR tax registration; only the underlying Secretary of State filings incur a fee. Unable to confirm as of 2026-06-16 for any future changes in fee structure.

Relevant Rules and Sources:

• The Sales and Use Tax Certificate of Registration is governed by North Carolina Administrative Code 17 NCAC 07B .0104, requiring the certificate to be conspicuously posted at each business location.
• Both the NC-BR form and the electronic portal are published by NCDOR.

Source: NCDOR Business Registration Portal Source: Form NC-BR (Business Registration Application) Source: 17 NCAC 07B .0104

Any business entity—domestic or foreign—that hires employees in North Carolina must register for unemployment insurance (UI) with the North Carolina Department of Commerce Division of Employment Security (DES). This is a separate employer account registration, distinct from tax ID registration with the Department of Revenue.

Who is required to register: All employers with at least one worker in North Carolina are required to register, including corporations, LLCs, partnerships, and sole proprietors. Most for-profit employers become subject to UI coverage if they pay at least $1,500 in wages in a calendar quarter or have at least one employee working any part of 20 different weeks in a year. Special rules may apply to nonprofits, agricultural, and household employers, as set out in N.C.G.S. § 96-8(6) and related statutes.

How to register: Registration is completed online through the Division of Employment Security's "Employer Account Creation" portal. New and existing businesses must create an employer account and submit required information including entity type, FEIN, contact information, and dates of first payroll. The account enables reporting of quarterly wage detail and tax payments—reporting is mandatory even if no wages are paid in a quarter, until the account is formally closed.

Out-of-state (foreign) employers with employees working in North Carolina must register using the same portal, regardless of where the business was originally formed. Employers must also report newly hired employees to DES as required by state and federal law.

Proof and citations:

• Initial registration and ongoing wage/tax filing are completed through the North Carolina Division of Employment Security online portal.
• Registration authority and requirements are codified in N.C.G.S. § 96-5(a)-(b) (DES general powers) and § 96-9.2 (employer UI tax liability), with definitional thresholds detailed in N.C.G.S. § 96-8(6).

Source: NC DES – Employer Account Creation Source: N.C.G.S. § 96-8 Source: N.C.G.S. § 96-9.2

Before filing to form a new domestic entity or before qualifying a foreign entity in North Carolina, an applicant may reserve an entity name to secure exclusive use of the name prior to filing. The statutory mechanism for this is set out in N.C.G.S. § 55D-23, which applies to corporations, LLCs, and most business entity types regulated by the Secretary of State.

Who may reserve a name: Any person intending to organize a domestic entity or qualify a foreign entity may file an application for name reservation. The applicant does not need to be the actual incorporator or organizer.

Process: File the "Application to Reserve a Business Entity Name" (Form BE-03) with the North Carolina Secretary of State. This form requires the proposed name (which must meet the distinguishability and naming requirements of N.C.G.S. § 55D-20), the applicant’s name and address, and the entity type. The application can be submitted by mail; instructions and the form are published on the Secretary of State’s website. Online filing options are described on the site for some filings, but name reservations specifically are handled by mail as of the date verified.

Duration and transfer: A name reservation confers exclusive use of the name for 120 days. By statute, the same applicant may not renew or extend the reservation beyond this period. Name reservation rights may be transferred to another person by delivering a transfer notice to the Secretary of State (see N.C.G.S. § 55D-23(d)).

Fee: The filing fee for a name reservation is $30, according to the current Secretary of State fee schedule. The statute does not set the fee; always confirm the latest amount on the Secretary's published schedule.

Additional requirements: The proposed name must comply with the entity naming standards in N.C.G.S. § 55D-20 and be distinguishable from names already on record.

Source: N.C.G.S. § 55D-23 Source: NC Secretary of State – Application to Reserve a Business Entity Name (Form BE-03) Source: Fee Schedule – NC Secretary of State

North Carolina conducts most of its business registration and compliance through three main government online portals, each serving a distinct part of the business lifecycle. Both newly forming entities and foreign entities qualifying to do business should familiarize themselves with these systems to avoid delays or compliance lapses.

North Carolina Secretary of State — Business Registration Online Portal This portal (https://www.sosnc.gov/divisions/business_registration) is the default route for:

• Domestic entity formation filings (LLCs, corporations, LPs, and some partnerships),
• Qualification (certificate of authority) filings for foreign entities,
• Annual report submissions for most corporations and LLCs (domestic and foreign),
• Amendments, dissolutions, withdrawals, agent changes, and related record updates.

While the Secretary of State strongly encourages online filing for most actions, the rules vary by document:

• Annual reports: E-filing is standard and fastest. For LLCs, almost all annual reports must be filed online, except for certain types (e.g., professional LLCs) that may be allowed to file by mail if instructed. For corporations, annual reports are typically filed online, but paper submission may be permitted in narrow circumstances (see annual report instructions for eligibility).
• Paper filings: Still accepted for initial Articles of Incorporation, Articles of Organization, and some amendments and dissolutions—but may require longer processing. As of June 2026, confirmation of the latest accepted mediums is found in the “File Documents” menu and the annual report FAQ on the Secretary’s portal.

Other Key Portals Used by North Carolina Entities:

• NCDOR (Department of Revenue): All tax account registrations (Form NC-BR, for sales/use, withholding, and privilege taxes) and subsequent tax filings are handled online at https://www.ncdor.gov/taxes-forms/business-registration.
• DES (Division of Employment Security): Registration for unemployment insurance (UI) employer accounts, wage reporting, and related employer obligations must be done online via https://des.nc.gov/employers/create-employer-account.

User account enrollment: Each system requires users to establish a separate state account or profile. As of mid-2026, North Carolina does not offer a unified single sign-on across these business portals—users must maintain separate logins for Secretary of State, NCDOR, and DES.

Failure to file required annual reports or maintain timely record updates via the Secretary’s portal (whether online or paper, as rules dictate) risks administrative dissolution or revocation of authority. For updated rules on which forms require or permit online submission, see the "Business Registration" page and the e-filing eligibility lists linked therein.

Source: NC Secretary of State – Business Registration Online Source: NCDOR Business Registration Portal Source: NC DES Employer Account Portal

North Carolina imposes an annual franchise tax on every domestic corporation formed under state law and every foreign corporation authorized to do business in North Carolina, as well as on any LLC that elects to be taxed as a corporation for federal income tax purposes. The annual franchise tax is levied for the privilege of doing business or maintaining a charter in North Carolina, under N.C.G.S. § 105-122 and § 105-114(a), (b).

Who owes the tax and filing requirements:

• All domestic corporations, foreign corporations with a certificate of authority, and LLCs taxed as corporations must file North Carolina franchise tax returns (Form CD-405 for C corporations; CD-401S for S corporations).

Tax Base — Three Alternatives (N.C.G.S. § 105-122(b)):

• The franchise tax is calculated based on the largest of three measures, determined at the end of the corporation's fiscal year:

1. Net worth as defined in N.C.G.S. § 105-122(b): Total assets minus total liabilities, adjusted as specified by statute. Net worth includes issued and outstanding capital stock, surplus, and undivided profits, with certain deductions and add-backs outlined in § 105-122(b) and administrative rules.
2. 55% of appraised value of North Carolina real and tangible personal property: If greater than net worth, this property base is calculated per property tax appraisals at the close of the year.
3. Actual investment in North Carolina tangible property: As defined by statute and subject to specified adjustments.

• The tax is imposed at $1.50 per $1,000 of the selected base. The minimum franchise tax is $200 per year.

Special rules for S corporations and holding companies:

• For S corporations, "the amount of the tax... may not exceed $200 for each taxable year beginning on or after January 1, 2019" (§ 105-122(d2)).
• Holding companies, as defined by § 105-120.2, are subject to a maximum franchise tax of $35,000 per year (§ 105-122(d2)).

Filing deadlines and payment:

• The annual franchise tax is reported and remitted together with the North Carolina corporate income tax return. The due date is the 15th day of the fourth month after the close of the corporation’s fiscal year (April 15 for calendar-year entities).
• Payment is made to the North Carolina Department of Revenue (NCDOR). Nonpayment results in penalties and jeopardizes corporate good standing.

Administrative consequences for noncompliance:

• If franchise tax is not paid, penalties accrue. Extended noncompliance can result in loss of good standing and, ultimately, administrative revocation of the corporate charter or authority to transact business in North Carolina (see N.C.G.S. § 105-230 for procedures and timelines).

Both domestic and foreign corporations must maintain annual franchise tax compliance to avoid business disruption in North Carolina. For the official tax computation worksheet, forms, and detailed procedural instructions, consult the NCDOR’s published materials linked below. This section does not cover franchise tax implications for other entity types (such as LLCs taxed as partnerships) — refer to the statute for scope.

Source: N.C.G.S. § 105-122 Source: NCDOR – Corporate Income and Franchise Tax Rates

When a North Carolina domestic LLC is administratively dissolved—typically for failure to file an annual report or maintain a registered agent—the entity loses its authority to carry on business except for winding up. The controlling statute is N.C.G.S. § 57D-6-06, which lays out both the grounds for dissolution and the timeline and process for reinstatement.

Deadline and effect:

• A domestic LLC has up to five years from the effective date of administrative dissolution to apply for reinstatement. After that, a new LLC must be formed to regain active status (N.C.G.S. § 57D-6-06(e)). If reinstated, the LLC’s existence is retroactively restored, as if the dissolution never occurred, except with respect to actions taken in the interim (N.C.G.S. § 57D-6-06(f)).

Application requirements and filing steps:

• The LLC must correct all grounds for dissolution (such as filing any overdue annual reports, updating the registered agent, and paying all past due fees and penalties) before applying.
• File the "Application for Reinstatement Following Administrative Dissolution" (Form L-09) with the Secretary of State, Corporations Division. The form must state the LLC’s name, the date of dissolution, and that the grounds have been corrected. It must be signed by a company official (member, manager, or organizer, per form instructions).
• Required attachments, per Form L-09 and instructions:
• Any delinquent annual reports,
• Appointment of a new registered agent if previous one lapsed,
• Payment for all outstanding fees and a $100 reinstatement fee, as published by the Secretary of State.
• The application may be submitted by mail. As of June 2026, online submission is not available for this filing and the exact remittance process is detailed in the L-09 instructions.

When reinstatement is granted:

• The Secretary of State will review and, if satisfied that the grounds no longer exist, issue a certificate of reinstatement and restore the entity to good standing.

Foreign LLCs:

• The corresponding process for foreign LLCs (to reinstate a revoked certificate of authority) is governed by N.C.G.S. § 57D-7-06. Procedures closely parallel domestic LLCs, but always reference the official statute for foreign entity nuances and filings.

Statutory authority and current forms are linked below; practitioners should check these sources for up-to-date instructions and statutory changes.

Source: N.C.G.S. § 57D-6-06 Source: N.C.G.S. § 57D-7-06 Source: NC Secretary of State – Application for Reinstatement Form L-09 Source: NC Secretary of State – Fee Schedule

When a North Carolina domestic corporation is administratively dissolved—typically for missing annual report filings or failing to maintain a registered agent—it loses authority to conduct business except for winding up and liquidation, per N.C.G.S. § 55-14-21 and § 55-14-03. Reinstatement is possible if the corporation acts within five years of the dissolution date.

Eligibility and deadline: Under N.C.G.S. § 55-14-22, a corporation may apply to the Secretary of State for reinstatement within five years of the effective date of administrative dissolution. After five years have passed, reinstatement is barred and the only option is to form a new corporation (the prior name may be available for reuse).

Application process:

• The corporation must cure all issues that led to dissolution (such as filing overdue annual reports, appointing a registered agent, or paying past-due fees and penalties).
• File the “Application for Reinstatement Following Administrative Dissolution” (Form B-06) with the Secretary of State’s Corporations Division by mail. As of June 2026, online submission is not available for this filing (as confirmed by the current form instructions and fee schedule).
• The application must include:
• The corporate name and the effective date of dissolution;
• A statement that the grounds for dissolution have been eliminated;
• The name and signature of an authorized officer or director;
• All delinquent annual reports, if not previously filed;
• Payment for all owed fees, late penalties, and a $100 reinstatement fee (see current Secretary of State fee schedule).

Effect of reinstatement: If the Secretary determines the application is complete and all defects are corrected, it will cancel the dissolution and issue a certificate of reinstatement. Per N.C.G.S. § 55-14-22(d), the corporation’s legal existence resumes retroactively, as if never dissolved—subject only to actions or liabilities incurred in the gap period.

Always confirm the latest forms and fees on the Secretary’s site, as requirements may change. The parallel process for foreign corporations (reinstating a revoked certificate of authority) is covered in N.C.G.S. § 55-15-32.

Source: N.C.G.S. § 55-14-22 Source: NC Secretary of State – Application for Reinstatement Form B-06 Source: NC Secretary of State – Fee Schedule

In North Carolina, certain professions and business activities must obtain a state-level privilege license and pay the privilege license tax before engaging in business, with annual renewal every July 1. This tax stems from specific statutes rather than a general business license requirement—most commonly applying to licensed professionals and certain occupations enumerated in Chapter 105, Article 2 of the North Carolina General Statutes.

Who is subject to the privilege license tax: The principal statutory section, N.C.G.S. § 105-41, applies to individuals and entities (including partnerships, PLLCs, and professional corporations) engaged in professions such as:

• Attorneys
• Physicians and surgeons
• Dentists
• Veterinarians
• Optometrists
• Osteopaths
• Chiropractors
• Registered/lawful practice accountants
• Architects
• Real estate brokers and appraisers
• Landscapers, engineers, surveyors (see statute for complete list)

Each individual who practices must secure a separate license—holding the required professional licensure does not replace the privilege license tax obligation. Partnerships and professional LLCs/corporations must ensure each partner or professional member is licensed under this statute if performing covered services. Other business activities, such as pawnbrokers, loan agencies, and certain trades, are subject to different privilege license taxes under related statutes (see N.C.G.S. §§ 105-88, 105-53, etc.; the Department of Revenue publishes a consolidated chart and list of covered activities.)

Application, fees, and renewal: Application is made via Form B-202A, filed with the North Carolina Department of Revenue (NCDOR), either online or by mail. Most professional licenses under § 105-41 are $50 per year, per individual, but statutory fees for other privileges range from $12 up to several hundred dollars, depending on activity. Licenses are valid for the state fiscal year (July 1 to June 30) and must be renewed annually by July 1. The Department of Revenue recommends applying prior to starting business to avoid penalty; penalty and interest apply for late payment.

Find current requirements and full lists: Professionals should review both the text of § 105-41 and the NCDOR's summary for the current statute-based schedule of covered professions, activities, and fees: Privilege License Tax Activities & Fees Chart.

Source: N.C.G.S. § 105-41 Source: North Carolina Department of Revenue — Privilege License Tax Overview

When a foreign business entity (corporation, LLC, LP, or LLP) registered to do business in North Carolina wishes to cease operations in the state, it must formally withdraw or surrender its certificate of authority with the North Carolina Secretary of State. This step is necessary to avoid continued annual report filings, franchise tax, and other statutory obligations.

Statutory requirements and application contents:

• Foreign corporations: N.C.G.S. § 55-15-20 governs withdrawal. The entity must file an "Application for Certificate of Withdrawal" (Form BE-08). The application must state the entity's legal name, jurisdiction of organization, name/address of its NC registered agent, and confirm either that it is not transacting business and surrenders its authority or has been dissolved or merged elsewhere. The list of required statements and documents appears in both the statute and Form BE-08 instructions.
• Foreign LLCs: Governed by N.C.G.S. § 57D-7-07. The procedure and application contents parallel those for corporations, but there is no statutory requirement to provide a tax clearance from the Department of Revenue. This absence in § 57D-7-07 is controlling as of this writing.

Tax clearance for corporations:

• Foreign corporations must include a "Certificate of Tax Clearance" from the North Carolina Department of Revenue verifying payment of all due state taxes (per § 105-230(a), as expressly cross-referenced by § 55-15-20(a)). Without tax clearance, withdrawal will not be granted and annual obligations continue.
• Foreign LLCs are not subject to this requirement; the absence of a clearance mandate in § 57D-7-07 controls.

Filing method and fees:

• The filing fee for an Application for Certificate of Withdrawal is $25 (Secretary of State fee schedule, as of current listing; always check the latest schedule for updates).
• As of June 2026, the Form BE-08 must be submitted by mail; online/e-filing is not currently available for this action, per Form BE-08 instructions.

Effect of withdrawal:

• Once the Secretary approves the application, the entity's authority to transact new business in North Carolina ceases. However, under § 55-15-20(c) (corporations) and § 57D-7-07(c) (LLCs), the entity must continue to maintain a registered agent and office for the service of process relating to liabilities incurred in the state before withdrawal — this obligation persists for claims arising from activities during the entity’s authorization period.

Failure to properly withdraw (or failure to attach tax clearance, in the case of corporations) leads to ongoing annual fee and tax responsibilities. Practitioners should use the statutory text and the official application form to avoid common missteps, including incomplete filings and overlooked tax obligations.

Source: N.C.G.S. § 55-15-20 Source: N.C.G.S. § 57D-7-07 Source: North Carolina Secretary of State – Application for Certificate of Withdrawal (Form BE-08) Source: Fee Schedule – NC Secretary of State