Foreign Qualification in North Carolina

North Carolina Foreign Qualification

The state of North Carolina has a stable economy with manufacturing, trade, transportation, food services, and IT witnessing a growth of more than 3 percent annually. The state also has a strong transportation infrastructure that connects it to the rest of the United States, as well as globally. This along with a pro-business climate, the availability of loans and grants, access to business incentive programs, and a skilled workforce are the state’s economic highlights. The state is also the 14th largest exporter in the nation. These factors play a key role in attracting investors as well as entrepreneurs to move their business through a foreign qualification in North Carolina.

What is a North Carolina foreign qualification?

If you are already operating an LLC or corporation in any state in the USA and want to expand your operations to North Carolina, then one of the best options is a foreign qualification. This process is also known as North Carolina foreign business registration and will ensure you can operate the same company in both states without having to register a new business or domestic entity in North Carolina. When you apply for a foreign qualification in North Carolina, you will be able to operate your company in your home state (incorporation or registration state), as well as the new state (North Carolina).

Example: You have formed a domestic corporation in Indiana by filing Articles of Incorporation. Indiana will be considered as your home state or jurisdiction for the purpose of foreign qualification. You need to move your business or expand to North Carolina. One option will be to close your Indiana Corporation and start a new corporation in North Carolina. If you don’t want to close your existing business then you can apply for NC foreign corporation registration. This process will provide you with the authority to transact business in this state.

Doing business in North Carolina

When a limited liability company, Business Corporation, or any other form of entity is planning to operate in any state other than their home state, they are required to apply for foreign qualification. The word operation here is very important and it stands for “doing business” in North Carolina. Each state in the USA has a list of activities that are considered to be “doing business” in their state. You will need to apply for a NC foreign corporation registration or LLC registration if you engage in specific activities within the state. According to the office of the NC Secretary of State, the activities that do not constitute as doing business in North Carolina are:

• Maintaining, engaging, or defending any lawsuit, legal action, or administrative proceeding in the state
• Holding any meetings of the company officials, members, partners, directors, or shareholders
• Maintaining a business bank account or borrowing funds in North Carolina
• Maintaining an agency or office to facilitate exchanges, transfers, and the registration of its securities
• Appointing and maintaining trustees towards its securities
• Procuring or soliciting orders through employees, mail, or agents
• Acquiring or creating debt like investing in loans with or without any security

NC Foreign Qualification Process

If you already own a corporation or LLC in another state and want to expand your operations to North Carolina then you will require the proper authority to transact business in this state. The NC foreign corporation registration and registration for a foreign LLC are governed by the 2020 North Carolina General Statutes. The process for a North Carolina foreign business registration and operating a foreign LLC or corporation in the state encompasses three important requirements which include the company name, a registered agent, and the authority to transact business in the state.

North Carolina Foreign Corporation Registration

Every corporation that’s been formed in any other state but wants to operate in North Carolina will have to undergo the process for a foreign qualification. The process of a NC foreign corporation registration will help you to operate your company in the state without having to incorporate or form a new entity. The process for obtaining this authority is as follows:

• Business or Fictitious Name – The first step towards a NC foreign corporation registration is to register a business name. The name of a foreign corporation should include words and abbreviations like “corporation,” “incorporated,” “inc.,” or “corp.,” and must be exactly as it appears on file in the state of incorporation (home state). If the name is not available for use in North Carolina as it is similar to another name in the business database, then such an entity will be required to use a fictitious name pursuant to NC Gen Stat § 55D-22 (2020). Fictitious names are also known as assumed names and have to be registered with the County Register of Deeds. You will have to file the North Carolina Assumed Name Certificate along with a fee of $26. To register the fictitious name, you need to conduct a North Carolina foreign entity search also known as DBA name search.
• Registered Agent – Several state-based requirements need to be fulfilled for a NC foreign corporation registration. One of the most important requirements is hiring a registered agent in the state. According to the 2020 North Carolina General Statutes, NC Gen Stat § 55-15-07 (2020), a foreign corporation will not be authorized to transact business in this state if they don’t maintain a registered agent. We at IncParadise are one of the top North Carolina registered agents and have helped several domestic and foreign entities to incorporate in this state.
• Certificate of Authority – The most important step towards a North Carolina foreign business registration is to file the Application for the Certificate of Authority (Form B-09) pursuant to NC Gen Stat § 55-15-03 (2020). This application has to be filed with the Office of the Secretary of State along with a filing fee of $250. The process of NC foreign corporation registration will also require you to submit a Certificate of Existence (or document of similar import) that has been authenticated by the Secretary of State from the state of incorporation. The Certificate of Existence, also known as a certificate of good standing, must be the original document when submitted, and should not be more than six months old.

Do you want to register a foreign Corporation in North Carolina?

North Carolina Foreign LLC registration

If you’ve already formed an LLC in another state and want to expand your business to North Carolina, then you will need to apply for a NC LLC foreign registration. This is also known as the foreign qualification process and will help you to conduct business in the state. When you undergo the process for a foreign qualification, you will not have to go through the domestic entity formation or new business registration for a limited-liability company. The North Carolina foreign business registration for an LLC is governed by the 2020 North Carolina General Statutes, Chapter 57D – North Carolina Limited Liability Company Act, Article 7 – Foreign LLCs. The process to register a NC foreign LLC is as follows:

• Business Name – One of the foremost requirements for NC LLC foreign registration is a business name. There are two methods for a business name registration in the state. One is to register the existing name of the LLC including words and abbreviations like “limited liability company”, “L.L.C.” or “LLC”. This method is applicable only if the existing name is available in North Carolina when you conduct a North Carolina foreign entity search. If the name is unavailable, then the second option is to choose an assumed or fictitious name. You will need to conduct a fictitious name search as well, and if the name is available then you can register the name with the County Register of Deeds. You will have to file the North Carolina Assumed Name Certificate along with a fee of $26.
• Registered Agent – One of the important aspects of any North Carolina foreign business registration or new business formation is the service of process. This is executed by a registered agent in the said state. According to NC Gen Stat § 57D-7-06 (2020), a foreign limited liability company has to continuously maintain a registered agent in the state. A reliable registered agent service like IncParadise, will not only fulfill the service of process requirements in North Carolina but will also assist with the NC LLC foreign registration and other business compliances like filing annual reports.
• Certificate of Authority – The final step in the NC LLC foreign registration process is to file the paperwork for authority to transact business in this state. You will be required to file the application for a certificate of authority for a limited liability company (Form L-09) pursuant to NC Gen Stat § 57D-7-03 (2020). It has to be submitted to the Department of the Secretary of State, Business Registration Division along with a fee of $250. As a part of the North Carolina foreign business registration process, you will be required to submit a Certificate of Existence also known as a Certificate of Good Standing acquired from the state of formation or home jurisdiction. The certificate has to be submitted in original and should be less than six months old.

Want to form a foreign LLC in North Carolina?

Need Any Assistance in Applying for North Carolina Foreign Qualification?

North Carolina is one of the top states when it comes to business climate, diverse industries, and a skilled workforce. The state offers several opportunities and incentives for startups and domestic and foreign entities. You can expand your business to this state using the process of foreign qualification in North Carolina. As one of the leading registered agents in NC, IncParadise can assist you with the process of a foreign qualification.