North Carolina Foreign LLC

Ranked as one of the best places to start a business, North Carolina boasts a bustling economy driven by low business costs, an attractive real estate market, and access to major markets. If you want to expand your limited liability company (LLC) and take advantage of North Carolina's growing economy, you’ll need to register your business as a foreign LLC in the state. 

Already know you want to expand your business and form a North Carolina Foreign LLC? Avoid the hassle and hire a professional service like Northwest to handle the formation process.

North Carolina Foreign LLC Overview

A foreign LLC is an LLC you can register as an extension of your existing LLC to conduct business in another state. If you want to do business in North Carolina and you formed your LLC in another state, this guide will prepare you to register your North Carolina foreign LLC. Since a foreign LLC is simply an expansion of an existing business, if you don’t currently have a legal business entity and want to begin your business in the state of North Carolina, consider forming a traditional North Carolina LLC.

Do I Need to Register as a Foreign LLC in North Carolina?

When you form an LLC, it’s associated only with the state in which you filed formation documents. If you want to “transact business” in North Carolina, you must register your business as a foreign LLC in that state. 

North Carolina considers an LLC to be conducting business if it:

• Maintains a place of business or office space in the state
• Sells merchandise from a company vehicle in North Carolina
• Stores retail products or materials in a warehouse within the state
• Hires or pays employees in the state of North Carolina
• Owns or leases income-producing property in the state

What Happens if I Fail to Register as a Foreign LLC in North Carolina?

To avoid being liable for penalties and fees, you must register your LLC as a foreign LLC in North Carolina before you start conducting business in the state. This registration also enables your company to file a lawsuit in North Carolina courts, if needed. 

The fees associated with failing to register can add up quickly with a civil penalty of $10 per day of business transacted in North Carolina up to $1,000 per year plus all taxes and fees you’d have accrued if you’d been registered. Getting the paperwork submitted correctly and promptly can save you time and money in the long run.

How to Register a Foreign LLC in North Carolina

To register your business as a North Carolina foreign LLC, you must appoint a North Carolina registered agent, provide a Certificate of Existence, and complete the Application for Certificate of Authority for a Limited Liability Company (Form L-09).

Recommended: Save yourself the hassle and have a professional service file your North Carolina foreign LLC paperwork for you. This’ll ensure everything is done right and give you time to work on what really matters — growing your business.

Appoint a North Carolina Registered Agent

To register your foreign LLC, you first need to appoint a registered agent in North Carolina. Your registered agent will be responsible for accepting and receiving legal or state documents and official notices on behalf of your LLC and must reside in North Carolina. 

While anyone in North Carolina can serve as your registered agent, we recommend using a professional registered agent service to keep your address private and ensure someone is always available to receive any important documents.

Obtain a Certificate of Existence

In addition, you’ll need to provide a Certificate of Existence — also known as a Certificate of Good Standing — with your Application for Certificate of Authority. You must obtain your Certificate of Existence from the state in which you originally formed your LLC to confirm your business is in good standing and up to date with state reports, fees, and taxes. The state of North Carolina requires you to submit an original copy that’s not older than six months.

Fill Out the Application for Certificate of Authority

The official form you must complete is Form L-09: Application for Certificate of Authority for a Limited Liability Company. This document lists detailed instructions on the first page to guide you through the process of filling out the form. You also can follow the instructions below to help you fill out the form:

1. LLC Name: Enter the name of your LLC as it appears on your LLC formation documents in its home state. If that name is unavailable in North Carolina, you’ll also need to enter an alternative name you want to use when conducting business in North Carolina.
2. State or Country in Which the LLC Was Formed: List the state or country where you originally formed your LLC.
3. Principal Office Information: Select option “a” if your LLC has a principal office, and then enter its phone number, address, and county. You can add a mailing address if you want to receive mail at a P.O. box. Select option “b” if your LLC doesn’t have a principal office. 
4. Your North Carolina Registered Agent’s Name: Enter the name of your appointed registered agent in the state of North Carolina. Consider using a professional registered agent service.
5. Your North Carolina Registered Agent’s Street Address and County: Enter the street address and country where your appointed registered agent’s office is located. 
6. Your North Carolina Registered Agent’s Mailing Address: If it’s different from the street address listed above, enter your registered agent’s mailing address.
7. Names, Titles, and Business Addresses of the LLC’s Current Company Officials: List each of your LLC’s current principal company officials along with their usual business addresses and titles. Use an attachment if you need more space than provided on the form.
8. Certificate of Existence: This section confirms you’ve attached an official copy of your LLC’s Certificate of Existence. Photocopies aren’t accepted.
9. Resolution of the LLC’s Managers Adopting Its Fictitious Name: If your LLC is required to use a fictitious name in North Carolina, you must attach a copy of the resolution of its managers adopting that fictitious name.
10. Business Email Address (Optional): Provide a business email address if you want to receive a notification from the North Carolina Secretary of State’s office when it receives your filed documents.
11. Effective Date: If you leave this section blank, the effective date will be the date you file your application. If you prefer a delayed effective date, enter it here.
12. Signature: An authorized company official — one of the people listed in Item 7 — must sign and state that the information provided is correct and true.

File Your Application for Certificate of Authority

After completing the Application for Certificate of Authority, you must pay the $250 filing fee to the North Carolina Secretary of State. If you file in person, you can pay with cash, check or a money order. If you file online, you can make an automated clearing house (ACH) or credit card payment.

File as a North Carolina Foreign LLC

OPTION 1: File Online With the North Carolina Secretary of State

- OR -

OPTION 2: File Form L-09 by Mail

Fee: $70 online and by mail, $85 in person

Mailing Address:
Business Registration Division
P.O. Box 29622 
Raleigh, NC 27626

How Long Will It Take to Approve My North Carolina Foreign LLC Application?

Processing can take several days or up to a few weeks. You can expedite this by paying an additional $100 fee to have your paperwork processed within 24 hours or an additional $200 fee to have it processed on the same day.

How to Keep Your North Carolina Foreign LLC Compliant

After the North Carolina Secretary of State’s office reviews and approves your application, you’ll receive a Certificate of Authority from the state. You must conduct business in accordance with North Carolina state laws to ensure your LLC remains compliant. 

North Carolina Annual Report

Your foreign LLC must file a North Carolina annual report with the Secretary of State by the 15th day of the year following the year in which you registered your foreign LLC. You can file online or mail your annual report to the North Carolina Secretary of State's office. The filing fee is $200; if you file online, there’s an additional $3 transaction fee.

North Carolina Foreign LLC Taxes

The state of North Carolina taxes foreign LLCs just like regular LLCs. This means your foreign LLC will benefit from pass-through taxation with your LLC’s profits and losses passing through to its members’ individual tax returns. Members of your foreign LLC also must pay any applicable self-employment taxes.

Depending on the nature of your business, you also may need to pay taxes to the state of North Carolina. We recommend you speak with an accountant or lawyer to learn more.