Foreign qualification is the process by which a business entity from another state registers with the Secretary of State in North Carolina to conduct business within the state. This legal requirement ensures that the business complies with local regulations and can operate in North Carolina as a recognized entity.
There are 2 different ways to foreign qualify in North Carolina depending on your legal entity type and tax classification. Follow the guide below to help you register with the Secretary of State in North Carolina or use Mosey to do it.
North Carolina Foreign Registration for C Corporation
As a foreign corporation, you are required to register with the North Carolina Secretary of State if you are "transacting business" in North Carolina. In lieu of defining what considers as "transacting business," the Secretary of State does provide a list of activities not constituting "transacting business." After your registration is approved, you will be assigned a North Carolina Secretary of State ID (SOSID) number to be used when filing annual reports.
Acquire a Certificate of Certificate of Existence
North Carolina requires a Certificate of Existence (also known as a Certificate of Good Standing) from your home jurisdiction, issued no more than six month before the date of submission, to be included with your Application for Certificate of Authority. Note: North Carolina's online application accepts only electronic certificates. If you don't have electronic certificates, you will have to mail in the original copy of the certificate.
Establish a Registered Agent
You must have a registered agent in North Carolina designated to accept service of process. Your registered agent can be an individual who resides in North Carolina or a company authorized to "transact business" in North Carolina. Note: Your business cannot act as its own registered agent.
Create Online Services Account
Create an account for the Secretary of State's Online Services system. You will need this account to submit your application.
File Application for Certificate of Authority
Log into your Online Services account to register as a foreign corporation using the Business Registration "Creation Wizard."
North Carolina Foreign Registration for LLC
A foreign limited liability company "doing business" in North Carolina must register with the North Carolina Secretary of State. The Secretary of State provides a list of activities not constituting "transacting business."
Obtain a Certificate of Existence
North Carolina requires that the Certificate of Existence (or equivalent) from your home state be original and not be older than six months.
Establish a Registered Agent
You must identify a registered agent in North Carolina to accept service of process.
Apply for a Certificate of Authority Online
Create an account at the Secretary of State's Online Business Service Center and file for a certificate of authority.
What else do I need to know?
Once you are registered with the Secretary of State, you may have additional requirements to maintain your "good standing" in the state. Failing to do so can result in fines, back taxes, and forfeiting certain priveleges within the state.
Maintaining a Registered Agent
Most states require that you have a registered agent that can receive important mail from the Secretary of State should they need to contact you. There are many commercial options available or you can use Mosey to be your registered agent and keep your information private in North Carolina.
Annual Reports and Taxes
In addition to maintaining a registered agent, most states require you to file a report annually. Registration can also trigger state taxes such as a franchise tax or income tax. You can use Mosey to identify these additional requirements to maintain good standing in North Carolina.