You want to do business in the state of North Carolina but are registered as a LLC in another state.  In order to legally conduct business in the state of North Carolina you must register with the North Carolina Secretary of State as a Foreign LLC.  The process of registering as a Foreign LLC in North Carolina is called North Carolina LLC Foreign Qualification.

The process of North Carolina LLC Foreign Qualification is similar to the process of forming a Domestic LLC in North Carolina.  Your original home LLC formation documents (frequently called Articles of Organization) and By Laws apply to your North Carolina Foreign LLC.  The Officers and Directors of your home LLC will have the same roles in the North Carolina Foreign LLC.  Specific requirements to qualify as a Foreign LLC in North Carolina are explained below. 

Once you have made the decision to Qualify as a Foreign LLC in North Carolina, a North Carolina lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services.

In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your LLC is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a LLC that is registered in California wants to do business in North Carolina.  The California LLC is a "Domestic" LLC in California and will be a "Foreign" LLC in North Carolina.

The California LLC needs to register with the North Carolina Secretary of State as a North Carolina Foreign LLC.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign company to be a company that is registered outside of the United States.

The short answer is no.  The state of North Carolina does not legally require a lawyer to form a North Carolina Foreign LLC.

Our detailed Foreign Qualification page may help you understand some of the implications of forming a North Carolina Foreign LLC.  However, if there is anything about forming a Foreign LLC in North Carolina that you're not sure about you should seek the advice of a competent North Carolina lawyer, a North Carolina accountant, or both before you form a Foreign LLC in North Carolina.

Once you have made the decision to form a Foreign LLC in North Carolina, a North Carolina lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new North Carolina Foreign LLC.

You are not legally required to reserve a Company Name for a new North Carolina LLC Corporation before you submit your application to Form a Foreign LLC in North Carolina.

The LLC name that you have registered in your home state may or may not be available in North Carolina.  In that case you need a different name your North Carolina Foreign LLC.  Whether or not you need to reserve a company name for your new North Carolina Foreign LLC depends entirely on your business situation.  The North Carolina Secretary of State uses LLC names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that North Carolina Foreign LLC Name.

If the Name you have chosen for your new North Carolina Foreign LLC is already in use by a currently active North Carolina Corporation or LLC then you will have to register a DBA Name with the North Carolina Secretary of State.  "DBA" is an abbreviation for "Doing Business As."

We verify that the Name you have chose for your new North Carolina Foreign LLC is available before we submit your Foreign LLC filing to the North Carolina Secretary of State.  If necessary we can register a DBA Name in North Carolina for you so that you can open your new North Carolina business as quickly as possible.

1. Prove that you are registered in a state other than North Carolina as a Domestic LLC
2. Choose a name for your North Carolina Foreign LLC
3. File Registration Documents with the North Carolina Secretary of State
4. Determine how you want your North Carolina Foreign LLC to be taxed

1. Prove that you are registered in a state other than North Carolina as a Domestic LLC
   
   In order to register as a Foreign LLC in the state of North Carolina, you must first prove that you are registered in another state as a Domestic LLC.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic LLC.  Cost of a Good Standing Certificate for your Domestic LLC varies from state to state.
   
   
   If you already have a Good Standing Certificate from your home state, please note that it must be dated no older than 6 months from the date of your application for North Carolina LLC Foreign Qualification.
   
   
   If the date on your Good Standing Certificate is older than 6 months then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a North Carolina Foreign LLC.
   We can get your LLC Good Standing Certificate from any state - in most states within 2-3 hours.
2. Choose a name for your North Carolina Foreign LLC
   
   You can use the same name in North Carolina that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your North Carolina Foreign LLC name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.
   
   In any case, the North Carolina Foreign LLC name that you choose must be distinguishable from the name of any other registered North Carolina LLC or other business entity and the name must also be different from any reserved names on record with the state of North Carolina.  Your North Carolina Foreign LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your North Carolina Foreign LLC name must not be a name that is likely to mislead the public.
   
   The name of a North Carolina Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".
   
   It's important to choose a good name for your North Carolina Foreign LLC because if you want to change it after you qualify you will have to file amended documents with the North Carolina Secretary of State (and pay a fee).
   We will check to make sure that your requested North Carolina Foreign LLC name is available and conforms to all state of North Carolina Limited Liability Company naming regulations.
3. File Registration Documents with the North Carolina Secretary of State
   
   In order to Qualify as a Foreign LLC in North Carolina you must file Registration Documents with the North Carolina Secretary of State.  In North Carolina the registration documents are named "Application for Certificate of Authority for Limited Liability Company".
   
   The registration documents must include certain specific information about your North Carolina business.  If the LLC Registration Documents do not conform exactly to state of North Carolina Foreign LLC requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your North Carolina Foreign LLC has been approved, you may amend the registration documents for your North Carolina Foreign LLC but you will have to pay a fee to the state of North Carolina in order to make the changes official.
   
   
4. Determine how you want your North Carolina Foreign LLC to be taxed
   
   The North Carolina Corporate Income Tax Rate is 3.0%.  You may choose that your North Carolina Foreign LLC is to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Corporations. 
   
   You may choose to have your North Carolina Foreign LLC taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any North Carolina Corporate Income Tax.
   
   In addition to the North Carolina Corporate Income Tax, a Franchise Tax is levied on both North Carolina C Corporations and North Carolina S Corporation. The North Carolina Corporate Franchise tax is $1.50 per $1,000 of the largest of three alternate bases:
   • The amount of the capital stock, surplus and undivided profits apportionable to the state of North Carolina
   • 55% of the appraised value of property in the state of North Carolina subject to local taxation
   • The book value of real and tangible personal property in the state of North Carolina less any outstanding debt that was created to acquire or improve real property in the state
   Only North Carolina Corporations that do business in one or more states in addition to North Carolina are permitted to apportion capital. The minimum North Carolina Corporate Franchise Tax is $35.
   
   If you form a Single Member North Carolina Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member North Carolina Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member North Carolina Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member North Carolina Foreign LLC will be taxed as a Partnership.
   
   Click here for more North Carolina Corporate Tax Information .
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your North Carolina Foreign LLC and include it with your final Foreign LLC documents.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your North Carolina Foreign LLC
3. Keep proper records of your North Carolina Foreign LLC on file
4. Pay your taxes to the state of North Carolina

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   
   Note that forming a North Carolina Foreign LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A North Carolina Foreign LLC merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your North Carolina Foreign LLC within North Carolina you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your North Carolina Foreign LLC vary depending on your business activities and the specific locations within the state of North Carolina in which you want to conduct business.
   
   If your North Carolina Foreign LLC will be selling products in North Carolina you may be required to obtain a Reseller's Permit from the appropriate North Carolina state agency.  If your North Carolina Foreign LLC will be selling products in North Carolina you will also be responsible for all applicable local and state of North Carolina sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your North Carolina Foreign LLC
   
   The North Carolina Annual Report includes basic information about your North Carolina Foreign LLC including information on your business location as well as the names of the Officers and Directors.
   
   Failure to submit a properly completed North Carolina Annual Report to the North Carolina Secretary of State on or before the due date may subject the North Carolina Foreign LLC to being administratively dissolved in the state of North Carolina or having its authority to transact business in the state of North Carolina revoked by the North Carolina Secretary of State.
   
   Penalties may accrue if you fail to file any North Carolina Foreign LLC Annual Report to the North Carolina Secretary of State by the due date.
   
   
3. Keep proper records of your North Carolina Foreign LLC on file
   
   Keep the following records on file and available at the principal business office of your North Carolina Foreign LLC:
   • Names and addresses of all Members and Managers of the North Carolina Foreign LLC
   • Foreign LLC formation documents and any Amendments to them
   • North Carolina Foreign LLC Operating Agreement and any Amendments to them
   • Copies of any LLC Resolutions which have been adopted by the North Carolina Foreign LLC
   • Copies of all tax returns and Annual Reports for the North Carolina Foreign LLC for the last 3 years
   
   
4. Pay your taxes to the state of North Carolina
   
   Foreign LLCs that either do business in the state of North Carolina or that derive income from sources within the state of North Carolina are subject to North Carolina and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides North Carolina, you must allocate the amount of income derived from the state of North Carolina in order to determine your North Carolina state taxes.

In order to Form a Foreign LLC in North Carolina you'll need the following information about your LLC:

• The name of your new North Carolina Foreign LLC along with your second choice of a name in case the name that you want is not available
• Physical address of the Foreign LLC office in North Carolina (not a PO Box)
• A description of the nature of the business you are planning to operate with the North Carolina Foreign LLC
• A good standing certificate from your home state no older that 6 months
• When the North Carolina Foreign LLC will start and when it will cease to exist (normally the Foreign LLC starts on the date the application is filed and will exist perpetually)

Remember - ALL the information that you provide when you Form a Foreign LLC in North Carolina becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign LLC in North Carolina.

Processing times for new North Carolina Foreign LLC applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new North Carolina Foreign LLC applications takes the state around 3-5 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new North Carolina Foreign LLC.

The North Carolina Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the North Carolina Secretary of State.

In our experience 3-5 business days is the time it usually takes the North Carolina Secretary of State to process a new North Carolina Foreign LLC application. We get your North Carolina Foreign LLC application to the NC Secretary of State ASAP. Once it is at the state we have no control over the new North Carolina Foreign LLC application process.

The state of North Carolina charges $252.00 to Form a Foreign LLC in NC.  Also add the cost of a good standing certificate from your home state.   If you choose All Business Documents to help you Form your Foreign LLC in North Carolina our processing fees are $145.00.  This includes:

• Same day processing in of your new North Carolina Foreign LLC order
• NC Name Check and Reservation
• Prepare Application for Certificate of Authority for Limited Liability Company
• File Formation Documents with the North Carolina Secretary of State
• Certified Copies of Formation Documents
• North Carolina Foreign LLC Checklist
• Priority Mail Delivery
• Unlimited Customer Support