Articles of Organization - Starting Your LLC in North Carolina

Posted February 01, 2008 in Articles | Back to News Archive

Articles of Organization – Starting Your LLC in North Carolina

 

©The Bray Law Firm 2007

 

The formation and operation of limited liability companies in the state of North Carolina is governed by the North Carolina Limited Liability Company Act (“Act”), N.C.G.S. §57C-1-01, et. seq. 

The following is a brief summary of laws pertinent to the formation of limited liability companies in the state of North Carolina.  For additional information and for practical assistance with respect to the formation of a limited liability company, visit the web site for the North Carolina Secretary of State’s Corporations Division at http://www.secretary.state.nc.us/corporations/.

Ultimately, it is strongly suggested that you consult an attorney for assistance regarding the best method by which to organize your new company.  Various means exist for documenting your corporate structure and the relationship of your company’s members and managers.  An attorney can guide you through this process and customize an approach that recognizes your unique circumstances and needs.

            Sections 57C-2-20 and 57C-2-21 of the Act address the initial formation of a North Carolina limited liability company through the submission to the Secretary of State of properly prepared and fully executed Articles of Organization.  Articles of Organization quite simply are nothing more than a brief and (somewhat) standardized method by which a company formally organizes under the laws of this state.  They need not name the members of the newly formed entity (although it is recommend that the initial members be named unless they desire that their identities be withheld), and may be signed by the attorney as an “organizer” of the entity.  Prior to submitting your Articles to the Secretary of State, make sure to perform a search of the Corporations Division database to ensure that your client’s proposed name for the new entity is available.  When conducting your search, keep in mind that you may not use the same name as another company by merely changing the suffix or by adding a prefix.  The following is intended to provide you with examples of what will and will not be accepted by the North Carolina Secretary of State:

 

EXISTING ENTITY                YOUR ENTITY                      ACCEPTABLE?

Company X, Inc.                      Company X, LLC                    NO

Company X, Inc.                      The Company X, LLC             NO

Company X, Inc.                      Company X One, LLC            YES

Company X, Inc.                      My Company X, LLC              YES

Company X, Inc.                      X Company, LLC                    YES                

 

Once you have confirmed that your company’s proposed name is available, N.C.G.S. §57-C-2-21 sets forth the statutory minimum requirements for information that must be included in a company’s initial Articles of Organization.  This basic information includes items such as the name and address of the incorporator, the street and mailing address of the company, and the name and address of the company’s registered agent.  The articles may also include more detailed information, such as specific rules governing the operation or dissolution of the company.

When completed, the Articles of Organization are submitted to the North Carolina Secretary of State for filing.  The filing fee for a limited liability company (and for a subsection S corporation) in North Carolina is $125.00.  The Secretary of State will typically process your company’s application for registration within one to two weeks, although this time may be longer depending on circumstances such as the time of year.  In the event that you need your company’s Articles of Organization filed quickly, there are expedited filing fees of $100.00 (two-day service) and $200.00 (same-day service) available.

Your Articles of Organization will first be available online, at the previously referenced site for the Secretary of State.  They may be downloaded from that site, which will typically enable you to secure your EIN (tax ID number) through the Internal Revenue Service, and to open a bank account.  They will also be mailed to your attention by the Secretary of State, along with a Certificate of Existence.

Your next step is to formalize the structure of your limited liability company.  This is typically accomplished through the creation and adoption of an Operating Agreement, which are ratified at your organizational meeting.  For more information on this process, contact The Bray Law Firm at (704) 523-7777, or at info@braylaw.com.  You may also visit the firm's website at www.braylaw.com.