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Toll Free: (800) 536-9778
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ParaNet Corporation Services, Inc.
3761 Venture Drive
Duluth, GA 30096
www.paranetlegal.com
Phone: (770) 497-9977
Toll Free: (800) 277-9977
Fax: (800) 815-0477
Triad Professional Services, LLC
Parkway Forest 100, Suite 150
2050 Marconi Drive
Alpharetta, GA 30005
/www.triadpros.com
Phone: (877) 805-6723
Fax: (770) 220-1943
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Secretary of State
Status Search
Forms
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| Fax File: |
UCC:
Corporate: No |
| E File: |
UCC:
Corporate: No; just annual reports |
| Expedited Services: |
UCC:
Corporate: Yes; 24 hour turnaround is $100; Same day is available for a fee of $200 and the filing must be filed before noon and have no errors. |
| Name Reservations: |
Yes; 120 days |
| Preclearance: |
Yes; 24 hour turnaround; $200 fee. |
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| Domestic Corporate Dissolution Summary (North Carolina) |
| Domestic Corporation Summary (North Carolina) |
| Foreign Qualification Summary (North Carolina) |
| LLC Formation Summary (North Carolina) |
| UCC Filings (North Carolina) |
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Domestic Corporate Dissolution Summary (North Carolina)
Pursuant to NC Gen. Stat. § 55-1-14 corporation incorporated in North Carolina may be voluntarily dissolved by delivering to the Secretary of State Articles of Dissolution.
Tax Clearance: No tax clearance is required.
Consents:
Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.
After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or unanimous written consent.
Execution and Filing: Articles are executed by an authorized officer or clerk. Original is submitted to the NC SOS.
Dissolutions, Generally
A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.
For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.
Posted by: jwhite
Updated: July 10, 2008
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Domestic Corporation Summary (North Carolina)
Pursuant to the North Carolina Business Corporation Act (NC Gen. Stat. § 55-1-01 et seq.), a corporation incorporating in North Carolina files Articles of Incorporation with the North Carolina Secretary of State (NC SOS).
Corporate Name: The corporate name must contain the words "corporation" "company" "incorporated" "limited" or abbreviation thereof.
Maximum Stock for Minimum Filing Fee: None.
No. of Directors: The minimum number of directors is 1.
Paid in Capital: There is no minimum amount of paid in capital required to commence business.
Purpose: No specific business purpose is required.
Preemptive Rights: Denied unless specifically granted.
Cumulative Voting: Denied unless specifically granted.
Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of North Carolina.
Filing: Submit one executed original and a copy of the Articles of Incorporation to the NC SOS.
Filing Fee: $125
Incorporations, Generally
A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.
LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.
A complete incorporation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing a charter document for filing
Drafting bylaws
Preparing consent of incorporator (if applicable under relevant state law)
Preparing an organizational consent of directors
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
Creating a stock ledger
Preparing and filing applications of foreign qualifications (if any)
Organizing the minute book
For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.
Posted by: jwhite
Updated: July 10, 2008
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Foreign Qualification Summary (North Carolina)
Pursuant to the North Carolina Business Corporation Act (NC Gen. Stat. § 55-15-01 et seq.) a foreign corporation may not transact business in this state until it files an Application for Certificate of Authority with the North Carolina Secretary of State (NC SOS).
Name of Corporation: Must contain the words "corporation" "company" "incorporated" "limited" or abbreviation thereof.
Certificate of Existence: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 180 days earlier, must be attached to the Application for Certificate of Authority.
Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the NC SOS.
Name Conflict: North Carolina does not accept letters of consent for a name conflict. The company must adopt a fictitious name which can be as different as adding an S to the name in conflict. The name is adopted by filing a Resolution by Foreign Corporation. There is no additional fee for this filing.
Filing Fee: $250.00
Foreign Qualifications, Generally
A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.
Posted by: jwhite
Updated: December 03, 2008
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LLC Formation Summary (North Carolina)
Pursuant to the North Carolina Limited Liability Company Act (NC Gen. Stat. § 57-1-01 et seq.), a limited liability company forming in North Carolina files Articles of Organization with the North Carolina Secretary of State (NC SOS).
LLC Name: The LLC name must contain ""limited liability company" "L.L.C." "LLC" or the combination "ltd. liability co." "limited liability co." "ltd. liability company".
No. of Members: The LLC may have 1 member.
Filing and Execution: Signed by "organizer(s)" Submit one original and one copy to the NC SOS.
Filing Fee: $125.00 payable to Secretary of State.
LLC Formation, Generally
A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.
LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing the formation certificate for filing with the secretary of state
Drafting an operating agreement
Preparing an organizational consent of managers or members
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing and filing applications of foreign registrations (if any)
Organizing the company records book
For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
Posted by: jwhite
Updated: July 10, 2008
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UCC Filings (North Carolina)
UCC Financing Statements are filed in North Carolina with the North Carolina Secretary of State (NC SOS). Fixture filings will be filed at the county level where the mortgage is registered.
Filing: UCC financing statements may be filed online search
UCC Forms
Fees:
Paper Filings including terminations:
$38 for first 2 pages of UCC Filing
$45 for filing 3 to 10 pages
$45 PLUS $2 per page for over 10 pages (e.g., 12 pages = $49)
Online Filings: $30 plus $2.00 processing fee for electronic filing via Internet.
UCC Filings, Generally
Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.
Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.
In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.
Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.
Foreign Debtors
A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
Posted by: dannunciata
Updated: February 20, 2012
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