Register Your North Carolina Foreign Corporation
A North Carolina foreign corporation is a company that does business in North Carolina, but was incorporated in another state or jurisdiction. When a foreign corporation wants to do business in North Carolina, it must file an Application for Certificate of Authority with the North Carolina Secretary of State, and pay a $250 filing fee ($253 if you file online).
The guide below shows you how to register your foreign corporation in North Carolina. Don’t feel like handling extra paperwork? Hire Northwest, and we’ll file for you.
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GET STARTEDHow to Register as a Foreign Corporation in North Carolina
The process of registering your foreign corporation in North Carolina is called foreign qualification, and it requires business owners to submit an application to the state. Since you already have a fully formed corporation in your home state, you won’t need a new EIN and you won’t need to deal with drafting corporate bylaws. But you will need to file registration paperwork with the state, pay state taxes, and an file annual report in order for your corporation to be able to do business as a foreign corporation in North Carolina.
Here’s what you need to know about registering your foreign corporation in North Carolina.
1. Name Your North Carolina Corporation
For starters, you’ll need to make sure your corporate name is available for use in North Carolina. Use our free business name search to find out. If someone else has already snagged it, you’ll need to register a different corporate name. And don’t forget, your corporation’s name must also comply with North Carolina’s business name regulations as outlined in N.C. Gen Stat § 55D-20.
Interested in expanding your business to new states? Now is probably a good time to file for a federal trademark.
2. Designate a Registered Agent
All corporations that do business in North Carolina must follow state law and appoint a registered agent. Your North Carolina registered agent must have a physical address in the state (not a PO Box) and be available during business hours (9am to 5pm) to accept official official mail, like a service of process.
Northwest has offices in every state (including DC and Puerto Rico), which means as your business grows, we’ve got you covered. We also offer bulk discounts once you hit five registered agent services.
3. Start your Business Identity
Your business is viewed by customers as the sum of its parts. Its address, logo, color scheme, social media pages, even its area code are all part of your corporation’s business identity. If you’re not sure how to start building your business identity, Northwest can help.
When you hire us as your registered agent or to foreign qualify your corporation in North Carolina, we’ll hook you up with a custom website, a local phone number, and up to ten business email addresses, all free for 90 days. Plus, we’ll give you a unique domain free for a year.
4. Obtain Certificate of Good Standing
North Carolina requires that, along with your Application for Certificate of Authority, you include a certificate of existence from your corporation’s home state. Also called a certificate of good standing, your certificate will confirm to North Carolina’s Secretary of State that your corporation is active in its home state and is up to date on taxes and fees.
Note: Your certificate must be no older than 6 months.
5. Submit North Carolina Application for Certificate of Authority
To register your foreign corporation in North Carolina, you must complete a Certificate of Authority and submit it to North Carolina’s Secretary of State. Here’s what you’ll need to include:
- Name of corporation
- Original state or country of incorporation
- Date of incorporation
- Duration of corporation (most check perpetual unless you have an end date in mind)
- Principal office address
- Registered agent address and name
- Names, titles, and addresses of corporate officers
- Certificate of Existence from state of original registration
- Fictitious name of the corporation if required to transact business in the state
- Name, signature, and title of person signing application
Note: If the corporation has to use a fictitious name in order to do business in North Carolina, you’ll need to list the name and attach a copy of the resolution drawn up by the corporation’s board. The resolution must be signed by the secretary of the corporation.
It costs $250 to file your application (add $3 for online filings), and North Carolina accepts in person, online, and mailed filings.
Online:
North Carolina Business Registration
By Mail:
Business Registration Division
PO Box 29622
Raleigh, NC 27626-0622
In Person:
North Carolina Secretary of State
2 South Salisbury Street
Raleigh, NC 27601
6. Receive North Carolina Certificate of Authority
In person and online filings will be processed by the state in about 5-7 business days. Mailed filings can take upwards of 12 business days (add extra time for mail delivery times). In a hurry? Pay $100 for 24-hour service, or $200 for same-day processing.
After submitting the Application for Certificate of Authority, a copy of the official filing will be made available in your North Carolina Business Registration account.
7. File North Carolina Reports & Taxes
North Carolina corporations file an annual report each year and are also subject to two specific state taxes: income tax and a state franchise tax. Here’s what you need to know.
Income Tax: North Carolina’s corporate income tax is a flat 2.5%.
North Carolina Franchise Tax: North Carolina’s corporate franchise tax rate is $1.50 per $1,000. This rate applies to one of the following tax bases (whichever results in the highest tax): net worth, investment in NC tangible property, or 55% of the appraised value of NC tangible property. The minimum franchise tax is $200.
North Carolina Annual Report: Every North Carolina corporation, foreign and domestic, is required to file a North Carolina Annual Report. Annual reports are due April 15th of the year after your registration and every year afterward. You may file your annual report online or by mail. The annual report costs $200 to file by mail (+ $3 if you file online).
Northwest Can Register Your North Carolina Foreign Corporation
If you’d rather focus on your business and let the professionals handle the paperwork, Northwest can help!
For just $225 + state fees you’ll get:
- Foreign Registration. We’ll file your paperwork and let you know when it’s approved.
- Registered Agent Service. We’ll serve as your North Carolina registered agent. Our name and address will go on all foreign qualification documents allowable, keeping your private information under wraps!
- Building Your Business Identity. Get a custom website, domain name, a professional business email address, top-notch phone service, and mail forwarding, free for 90 days.
- Annual Report Reminders. We’ll send you a reminder about your North Carolina annual report 90 days before it’s due, and you can have us file for you ($100), or you can file on your own.
North Carolina Foreign Corporation FAQs
To change your North Carolina foreign corporation registration, submit an Application for Amended Certificate of Authority along with a $75 filing fee.
To withdraw your foreign corporation in North Carolina, submit an Application for Certificate of Withdrawal. It costs $25 to file.
North Carolina’s Administrate Code (17 NCAC 05C .0102) defines “doing business” in the state as:
- maintaining an office or place of business
- maintaining a storage place for your products
- directly distributing or selling merchandise to North Carolina customers from a company-owned or operated vehicle
- having your employees render services or products to North Carolina clients
- owning, renting, or operating income-producing property, including trademarks and computer programs in North Carolina
Want to know more? Check out What Exactly Does “Doing Business” in Another State Mean?
No.
Your Certificate of Authority must be signed by the chairman of your corporation’s board of directors, president, or another officer of the corporation.
Yes! Our foreign qualification package costs $225 + state fees.