North Carolina

The chosen name must be distinguishable from any other registered North Carolina business entity and any reserved names on record, subject to certain exceptions under state law or a written consent is obtained from the author of such name. It must not contain language stating or implying that it is organized for a purpose other than that permitted by state law and its articles of incorporation. It must contain the word "Corporation," "Company," "Incorporated," "Limited," or an abbreviation thereof. The use of any type of punctuation in the name is not permitted.

The Articles of Incorporation must be filed with the North Carolina Secretary of State and should include details of the incorporators including name and address, the specific purpose for which the corporation is formed, number of shares the corporation is authorized to issue, the complete business street address of the corporation's initial registered office, its mailing address if different and the name of its initial registered agent at that office.

There should be a minimum of one or more incorporator and director. Any natural person or entity can be an incorporator. The Articles of incorporation or bylaws may prescribe qualifications for directors. Officers may be listed in the bylaws or elected by the board of directors and may appoint other officers, in compliance with the bylaws. The secretary or assistant secretary is responsible for preparing minutes of the directors' and shareholders' meetings and for maintaining and authenticating corporate records unless another officer is designated by the bylaws or the board. Any officer may hold more than one office in the corporation, but no individual may act in more than one capacity where action of two or more officers is required.

The incorporators or board of directors must adopt initial bylaws for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the Articles of Incorporation. The Articles of Incorporation, bylaws or restated bylaws, resolutions, minutes, written communications, financial statements to shareholders, names and business addresses of current directors and officers, and most recent annual report must be kept at the principal office of the corporation.

The Annual Report must be filed in paper or electronic form with the North Carolina Secretary of State each year by the 15th day of the third month following the close of the corporation's fiscal year. This report must include the corporation's name and its state or country of incorporation, the county, street address and mailing address, if different, of its registered office, the registered agent at that office, and any statement of change regarding the registered agent and/or registered office, the address and telephone number of its principal office, the names, titles and business addresses of its principal officers; and the nature of the business.

The corporation must mail an annual financial statement must be mailed to all shareholders within 120 days after the close of the fiscal year and must include a year-end balance sheet, an income statement for that year, and a statement of cash flows for the year unless that information appears elsewhere in the financial statements

The corporation must have a registered agent in North Carolina designated to receive official state correspondence and notice if the corporation is served with a lawsuit. The registered agent must maintain a business office that is identical to the registered office, and must be either an individual residing in the state or a corporation with authority to transact business in the state.

The State of North Carolina recognizes S corporations and a separate state election from the federal election is not required.

North Carolina Corporations whether a C or S corporation have to file the North Carolina Corporation Tax return, Form CD-405 and CD-401S annually. The amount of tax is dependent on a number of factors and there is a minimum franchise tax of $35.

A North Carolina LLC has to file as either a corporation or a partnership dependent on the election made on the SS-4 form. Employers are expected to withhold state income tax as North Carolina maintains an individual income tax .The general sales and use tax is 41/2% with each county being able to impose a rate that is collected with it.