Can I Convert a Corporation to an LLC in North Carolina?

Yes. North Carolina does not offer direct statutory conversion, but you can dissolve your corporation and form a new LLC. File Articles of Dissolution with the Secretary of State ($30.00 fee), complete final tax filings, then file Articles of Organization for your new LLC. This transfers your business to the LLC structure.

The Two-Step Process

Step 1: Dissolve Your Corporation

Approve dissolution internally and wind up your corporation's affairs under N.C.G.S. § 57A-14-02. Pay or provide for all liabilities, then file Articles of Dissolution with the North Carolina Secretary of State. The filing fee is $30.00. North Carolina does not require a separate tax-clearance certificate, but you must file a final corporate tax return with the Department of Revenue and close any state tax registrations.

Step 2: Form Your New LLC

After dissolution is complete, file Articles of Organization with the Secretary of State to create your LLC. File online at https://www.sosnc.gov/online_filing/filing/creation or contact the Business Registration Division at (919) 814-5400. Your new LLC must file an Annual Report by April 15 each year under N.C.G.S. § 57D-2-24 (filing fee: $203.00). Failure to file within 60 days triggers administrative dissolution.

Critical Next Steps

Transfer Assets & Contracts

Update titles, deeds, licenses, and permits to reflect the new LLC ownership. Review all contracts and leases to determine if consent or assignment is required.

Verify LLC Name Availability

Search the Secretary of State's business database at https://www.sosnc.gov/online_services/search/by_title/search_Business_Registration to confirm your desired LLC name is available.

Resolve All Liabilities

Ensure all corporate debts are paid or properly transferred before filing Articles of Dissolution. This protects you from personal liability exposure.

Tax Considerations

Consult a tax professional about the timing and structure of your conversion. The IRS may treat this as a taxable event depending on how assets are transferred.

Contact Information

North Carolina Secretary of State

• Business Registration Division
• Phone: (919) 814-5400
• Website: https://www.sosnc.gov/divisions/business_registration
• Online Filing: https://www.sosnc.gov/online_filing/filing/creation

This is general information, not legal advice. Consult a North Carolina business attorney for guidance specific to your situation.