Elaine F. MarshallSecretary of StateOrganizing YourOrganizing YourLimited LiabilityLimited LiabilityCompany in Company in North CarolinaNorth CarolinaNORTH CAROLINA DEPARTMENT NORTH CAROLINA DEPARTMENT OF THEOF THESECRETARY SECRETARY OFOFSTATESTATECORPORATIONS DIVISIONCORPORATIONS DIVISION................................................................................................................................................................................................Organizing Your Limited Liability Company in North CarolinaA Message fromThe Secretary of State of North CarolinaOver the past few decades, North Carolina has earned a reputation on thenational and international scale as a desirable place to conduct business. Ourstate’s new laws on limited liability company (LLC) organizations, consid-ered some of the most progressive in the entire nation, have helped build thatreputation. We here at the Department of the Secretary of State are proud ofour ability to make the state’s LLC laws work smoothly for our business cus-tomers. Organization is one of the biggest steps in setting up a LLC. We wantto do everything we can to make a swift, easy process for our customers.This guide, Organizing Your Limited Liability Company in NorthCarolina, is designed to help you through the organization process. We haveidentified many of the most common questions customers ask during theorganization process and have provided detailed answers to them here. At thesame time, however, you should remember that this guide is not intended aslegal advice or legal opinion. If you have any questions specifically regard-ing your organization, we encourage you to consult an attorney. If you have ageneral question regarding LLCs in North Carolina and you don’t see it inthis guide, please contact the Corporations Division. You can reach us at:Corporations DivisionN.C. Department of the Secretary of StateP.O. Box 29622Raleigh, NC 27626-0622(919) 807-22251-888-246-7636Fax: (919) 807-2039www.secretary.state.nc.usOn 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 forwardto making the organization process a pleasant one for you and your company.Elaine F. MarshallSecretary of State................................................................................................Organizing Your Limited Liability Company in North Carolina................................................................................................Organizing Your Limited Liability Company in North CarolinaTable of ContentsIntroduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1Limited Liability Company Names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2Articles of Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Certificate of Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8Members and Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10Frequently Asked Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12Filing Fees for Limited Liability Companies . . . . . . . . . . . . . . . . . . . . . . .20Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22Articles of OrganizationApplication for Reserved NameApplication for Registered NameAmendment of Articles of OrganizationApplication for Certificate of AuthorityApplication for Amended Certificate of Authority Annual ReportThis document was produced by thePublications Division of the North Carolina Department of the Secretary of StateDecember 28th, 2000................................................................................................Organizing Your Limited Liability Company in North Carolina1IntroductionLimited liability companies differ from business corporations in manyrespects. In determining if you wish to establish a limited liability company,you will want to consider many factors, from management structure to taxcodes. In making this decision, you may want to consult with an expert suchas an attorney, who could help you determine which structure best suits yourneeds. In addition, you may wish to refer to Chapter 57C of the NorthCarolina General Statutes, the North Carolina Limited Liability CompanyAct.This publication is designed to provide anyone interested in setting up alimited liability company with some guidance. This information should notbe used as a substitute for competent legal counsel.These guidelines address the following subjects:Limited Liability Company NamesChoice of NameTrademark and Service Mark RegistrationArticles of OrganizationCertificate of AuthorityMembers and ManagersFrequently Asked QuestionsIn 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 forthese forms:Articles of OrganizationApplication for Reserved NameApplication for Registered NameAmendment of Articles of OrganizationApplication for Certificate of AuthorityApplication for Amended Certificate of Authority Annual Report................................................................................................Organizing Your Limited Liability Company in North Carolina2Limited Liability Company NamesPart of the process of organizing is choosing a name for your limited lia-bility company. The North Carolina Department of the Secretary of State(hereinafter referred to as “Department”) will approve or reject proposedcompany names according to North Carolina law, which requires that thename chosen must be distinguishable upon the records of the Departmentfrom 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 becauseother parties may sue for unfair competition or trade name infringement ifthe name chosen is so similar to another entity’s name as to deceive or con-fuse the public.The steps frequently involved in choosing a limited liability companyname 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 beobtained.If
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