NORTH CAROLINA DEPARTMENT OF THE SECRETARY OF STATE Organizing Your Limited Liability Company in North Carolina Elaine F Marshall Secretary of State CORPORATIONS DIVISION A Message from The Secretary of State of North Carolina Over the past few decades North Carolina has earned a reputation on the national and international scale as a desirable place to conduct business Our state s new laws on limited liability company LLC organizations considered some of the most progressive in the entire nation have helped build that reputation We here at the Department of the Secretary of State are proud of our ability to make the state s LLC laws work smoothly for our business customers Organization is one of the biggest steps in setting up a LLC We want to do everything we can to make a swift easy process for our customers This guide Organizing Your Limited Liability Company in North Carolina is designed to help you through the organization process We have identified many of the most common questions customers ask during the organization process and have provided detailed answers to them here At the same time however you should remember that this guide is not intended as legal advice or legal opinion If you have any questions specifically regarding your organization we encourage you to consult an attorney If you have a general question regarding LLCs in North Carolina and you don t see it in this guide please contact the Corporations Division You can reach us at Corporations Division N C Department of the Secretary of State P O Box 29622 Raleigh NC 27626 0622 919 807 2225 1 888 246 7636 Fax 919 807 2039 www secretary state nc us On behalf of the staff here at the Department of the Secretary of State I d like to thank you for doing business in North Carolina We look forward to making the organization process a pleasant one for you and your company Elaine F Marshall Secretary of State Organizing Your Limited Liability Company in North Carolina Organizing Your Limited Liability Company in North Carolina Table of Contents Introduction 1 Limited Liability Company Names 2 Articles of Organization 6 Certificate of Authority 8 Members and Managers 10 Frequently Asked Questions 12 Filing Fees for Limited Liability Companies 20 Appendix 22 Articles of Organization Application for Reserved Name Application for Registered Name Amendment of Articles of Organization Application for Certificate of Authority Application for Amended Certificate of Authority Annual Report This document was produced by the Publications Division of the North Carolina Department of the Secretary of State December 28th 2000 Organizing Your Limited Liability Company in North Carolina 1 Introduction Limited liability companies differ from business corporations in many respects In determining if you wish to establish a limited liability company you will want to consider many factors from management structure to tax codes In making this decision you may want to consult with an expert such as an attorney who could help you determine which structure best suits your needs In addition you may wish to refer to Chapter 57C of the North Carolina General Statutes the North Carolina Limited Liability Company Act This publication is designed to provide anyone interested in setting up a limited liability company with some guidance This information should not be used as a substitute for competent legal counsel These guidelines address the following subjects Limited Liability Company Names Choice of Name Trademark and Service Mark Registration Articles of Organization Certificate of Authority Members and Managers Frequently Asked Questions In addition this book contains all the forms necessary to establish a limit ed liability company as well as a complete schedule of the filing fees for these forms Articles of Organization Application for Reserved Name Application for Registered Name Amendment of Articles of Organization Application for Certificate of Authority Application for Amended Certificate of Authority Annual Report Organizing Your Limited Liability Company in North Carolina Limited Liability Company Names Part of the process of organizing is choosing a name for your limited liability company The North Carolina Department of the Secretary of State hereinafter referred to as Department will approve or reject proposed company names according to North Carolina law which requires that the name chosen must be distinguishable upon the records of the Department from the name of other limited liability companies non profit corporations business corporations and limited partnerships operating in North Carolina Proper name selection is important in your process of organizing because other parties may sue for unfair competition or trade name infringement if the name chosen is so similar to another entity s name as to deceive or confuse the public The steps frequently involved in choosing a limited liability company name are the following 1 Selecting a name 2 Determining whether it is feasible to use the name 3 Putting the name in use 4 Determining whether trademark or service mark protection should be obtained If you are seeking to obtain protection for a particular company name or to resolve a dispute over such a name you should seek the advice of an attorney rather than contact this office Selecting a Name In choosing the limited liability company s name there are certain legal requirements of which you should be aware 1 The name of a limited liability company shall not contain language stating or implying that the company is organized for any purpose other than a purpose that is lawful and that is permitted by its Articles of Organization 2 The limited liability company s name must be distinguishable upon the records of the Department from the name of any domestic corporation or the name of any foreign corporation authorized to transact business in this state a corporate name reserved or registered or a name used reserved or registered by a limited liability company or a limited partnership Organizing Your Limited Liability Company in North Carolina 2 3 3 The name of a limited liability company must contain the words limited liability company or the abbreviation L L C or LLC or the combination ltd liability co limited liability co or ltd liability company The choice of a name depends on many factors but there is one important rule to follow Do not choose a name because you have seen it elsewhere and believe it will work well for your own
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