How to Incorporate in North Carolina
|---| | Corporate designator | Required (Corp., Inc., Corporation, Company, Co., or Incorporated) | | Distinguishability | Must differ from all names on file or reserved with Secretary of State | | Restricted words | Bank, Trust, Insurance, and professional terms require board approval | | Search tool | Free search at https://www.sosnc.gov/online_services/search/by_title/search_Business_Registration | | Name reservation fee | $10.00 for 120-day reservation (nonrenewable) |
Step 2: Appoint Your Board of Directors
North Carolina requires a minimum of one director for your corporation, as specified in N.C.G.S. § 55-2-02. Directors do not need to be residents of North Carolina or shareholders in your corporation. You may appoint one person to serve as sole director, or you may establish a board with multiple directors. The number of directors and their names do not appear in your Articles of Incorporation; instead, you will designate directors in your corporate bylaws and in your internal records.
If you are incorporating as a single-owner corporation, you can serve as your own sole director. If you have co-owners or investors, you may want to establish a board with representation from key stakeholders. Directors are responsible for overseeing corporate management and making major business decisions, so choose individuals who understand your business and can commit to their fiduciary duties.
Director Appointment Checklist
| Item | Details |
|---|---|
| Minimum directors required | 1 |
| Residency requirement | None |
| Shareholder requirement | No |
| Filing with Secretary of State | Not required (internal governance only) |
| Change fee | None (update bylaws and records internally) |
Step 3: File Your Articles of Incorporation
Your Articles of Incorporation is the legal document that creates your corporation under North Carolina law. You will file this document with the North Carolina Secretary of State, Business Registration Division. Under N.C.G.S. § 55-2-02, your Articles must include your corporation's name (with a required corporate designator), the number of shares your corporation is authorized to issue, the street address of your registered office in North Carolina, the name of your registered agent, and the names and addresses of your incorporators (the person or persons signing the document). You may also include optional provisions such as a statement of purpose or provisions limiting director liability.
You can file your Articles of Incorporation online through the Secretary of State's online filing system at https://www.sosnc.gov/online_filing/filing/creation, or you can mail a paper copy to the Raleigh office. Online filing is faster than paper filing, so filing electronically is recommended if you want your corporation to be active as quickly as possible.
Filing Details and Fees
| Item | Details |
|---|---|
| Filing fee | $125.00 |
| Online filing URL | https://www.sosnc.gov/online_filing/filing/creation |
| Mailing address | PO Box 29622, Raleigh, NC 27626-0622 |
| Street address | 2 South Salisbury Street, Raleigh, NC 27601-2903 |
| Processing time (standard) | 10–15 business days |
| 24-hour expedited review | $100.00 additional fee |
| Same-day expedited review (by noon) | $200.00 additional fee |
| Phone | (919) 814-5400 |
Required Articles of Incorporation Content
Your Articles must include:
- Your corporation's name (with a required corporate designator)
- The number of shares your corporation is authorized to issue
- The street address of your registered office in North Carolina
- The name of your registered agent
- The names and addresses of your incorporators (the person or persons signing the document)
- Any other provisions you choose to include, such as a statement of purpose or provisions limiting director liability
Step 4: Adopt Corporate Bylaws and Issue Stock
Bylaws are the internal rules that govern how your corporation operates. Unlike your Articles of Incorporation, bylaws are not filed with the Secretary of State—they are kept in your corporate records. Your bylaws should address the number and duties of directors, the titles and responsibilities of officers (president, secretary, treasurer, etc.), the timing and procedures for shareholder and director meetings, how stock is issued and transferred, voting rights and procedures, how profits are distributed, and amendment procedures.
You can adopt bylaws at your first board meeting or before incorporation. Many incorporators use template bylaws and customize them for their specific business structure. After incorporation, you must issue stock certificates to your shareholders. Each share represents an ownership interest in your corporation. Your bylaws and Articles of Incorporation specify how many shares your corporation is authorized to issue.
When you issue stock, you create a stock ledger (also called a capitalization table) that records the name of each shareholder, the number of shares issued to each shareholder, the date of issuance, and the price paid per share (if any). Keep your stock ledger and stock certificates in your corporate records. These documents prove ownership and are essential if you ever need to transfer shares, raise capital, or dissolve the corporation.
Bylaw Provisions Checklist
| Provision | Purpose |
|---|---|
| Board composition and director duties | Establishes governance structure |
| Officer titles and responsibilities | Defines management roles (president, secretary, treasurer) |
| Meeting procedures and notice requirements | Ensures proper shareholder and director meetings |
| Voting rights and shareholder procedures | Clarifies voting power and decision-making |
| Dividend and profit distribution policy | Outlines how earnings are distributed |
| Stock issuance and transfer procedures | Documents ownership changes |
| Amendment procedures | Allows bylaws to evolve with your business |
Stock Ledger Documentation
Your stock ledger must record:
- The name of each shareholder
- The number of shares issued to each shareholder
- The date of issuance
- The price paid per share (if any)
Step 5: Appoint a Registered Agent and Registered Office
Every North Carolina corporation must maintain a registered agent and a registered office in North Carolina. This requirement is set out in N.C.G.S. §§ 55D-30 and 55D-31 (which apply to corporations by cross-reference in Chapter 55). Your registered agent may be an individual resident of North Carolina whose business office is identical with the registered office, or a domestic or foreign corporation or LLC authorized to do business in North Carolina, whose business office is identical with the registered office.
You may appoint yourself as registered agent if you are a North Carolina resident and your business office address matches your registered office address. Many small business owners serve as their own registered agents to save costs. Your registered office must be a physical street address in North Carolina. You cannot use a P.O. Box. The registered office is the address where the Secretary of State and other parties can deliver legal documents to your corporation.
Your registered agent must consent in writing to serve in that role. If you appoint a third-party registered agent (such as a professional registered agent service), you must obtain their written consent before naming them in your Articles of Incorporation. If you need to change your registered agent or registered office after incorporation, file a Statement of Change of Registered Agent and/or Registered Office with the Secretary of State. The filing fee is $5.00.
Registered Agent Requirements
| Requirement | Rule |
|---|---|
| Who can serve | Individual NC resident or authorized domestic/foreign entity |
| Business office match | Registered agent's office must match registered office address |
| Physical address | North Carolina street address required (no P.O. Boxes) |
| Written consent | Required from registered agent before filing |
| Self-service option | You may serve as your own agent if NC resident |
| Change fee | $5.00 to change agent or office address |
Step 6: Obtain Your Federal Employer Identification Number (EIN)
Your corporation needs a federal Employer Identification Number (EIN) from the Internal Revenue Service. An EIN is a nine-digit number that identifies your business for federal tax purposes, similar to a Social Security number for individuals. You can apply for an EIN online, by mail, by fax, or by phone. Online application is fastest—you will receive your EIN immediately after approval.
You do not need to wait for your EIN before filing your Articles of Incorporation, but you will need it before opening a business bank account or hiring employees. When you apply, have ready your corporation's legal name (as it appears in your Articles of Incorporation), your corporation's mailing address, your corporation's physical address (if different from mailing address), your personal Social Security number (as the responsible party), the date your corporation was incorporated, and your expected first date of business.
EIN Application Methods
| Method | Processing Time | How to Apply |
|---|---|---|
| Online (fastest) | Immediate | https://www.irs.gov/ein |
| By phone | Same day | 1-800-829-4933 |
| By fax | 4 business days | Complete IRS Form SS-4 and fax to IRS |
| By mail | 4 weeks | Complete IRS Form SS-4 and mail to IRS |
Information You Will Need
- Your corporation's legal name (exactly as filed in Articles of Incorporation)
- Your corporation's mailing address
- Your corporation's physical address (if different)
- Your personal Social Security number (as responsible party)
- Date of incorporation
- Expected first date of business
Step 7: Register for North Carolina State Taxes and Obtain Business Licenses
North Carolina does not require a single generic statewide business license. Instead, you must register for specific taxes and obtain licenses based on your industry and business activities. If your corporation will sell tangible goods or certain services in North Carolina, you must register for sales and use tax with the North Carolina Department of Revenue. You can register online at https://www.dornc.gov. Sales tax registration is free, but you must collect and remit sales tax on taxable sales.
Your corporation is subject to North Carolina corporate income tax at a rate of 2.00% for tax year 2026 (under N.C.G.S. § 105-130.2). You must file a corporate income tax return with the Department of Revenue each year, even if you have no income. North Carolina imposes a franchise tax on all corporations. For taxable years beginning on or after January 1, 2025, C corporations generally pay $1.50 per $1,000 of the tax base, subject to a $200 minimum and a $500 cap on the first $1,000,000 of the tax base. S corporations pay $200 on the first $1,000,000 of the tax base and $1.50 per $1,000 above that amount. You must file a franchise tax return and pay the tax each year.
If your corporation provides professional services (such as law, accounting, engineering, or healthcare), you must obtain a license from the appropriate North Carolina professional board. Contact the relevant board for your profession to learn about licensing requirements. Your city or county may require a local business license or occupancy permit, zoning approval for your business location, health department permits (if you handle food or provide health services), or building permits (if you are constructing or renovating a space). Contact your local city or county government to learn what licenses and permits you need.
Depending on your business, you may need permits from specialized state agencies: alcohol licenses (from the Alcoholic Beverage Control Commission), food service permits (from the Department of Health and Human Services), environmental permits (from the Department of Environmental Quality), or transportation licenses (from the Department of Transportation). The Secretary of State's licensing guidance at https://www.sosnc.gov/manual/launching_a_business/license_permit provides a comprehensive overview of more than 700 regulatory, state-issued, and occupational licenses and permits available in North Carolina.
Common North Carolina Business Licenses and Permits
| License or Permit | Issuing Authority | When Required |
|---|---|---|
| Sales and use tax registration | Department of Revenue | If you sell tangible goods or certain services |
| Corporate income tax registration | Department of Revenue | Required for all corporations |
| Franchise tax registration | Department of Revenue | Required for all corporations |
| Local occupancy permit | City or county government | Before opening a physical location |
| Zoning approval | City or county planning department | Before establishing your business address |
| Health department permit | Department of Health and Human Services | If you handle food, provide health services, or operate childcare |
| Food service license | Department of Health and Human Services | If you prepare, serve, or sell food |
| Alcohol license | Alcoholic Beverage Control Commission | If you sell beer, wine, or spirits |
| Professional license | State occupational board (varies by profession) | If you provide regulated professional services |
| Environmental permit | Department of Environmental Quality | If your operations generate waste or emissions |
| Building or construction permit | City or county building department | If you construct or significantly renovate a space |
Understanding Your Tax Obligations as a North Carolina Corporation
North Carolina imposes multiple layers of taxation on corporations, so understanding your tax liability before you incorporate is important. Your corporation pays corporate income tax on its net income at a rate of 2.00% for tax year 2026. This is a relatively low rate compared to many states, but it applies to all C corporations doing business in North Carolina.
In addition to corporate income tax, your corporation pays a franchise tax based on the value of your assets or net worth. For C corporations, the franchise tax is $1.50 per $1,000 of the tax base, with a $200 minimum and a $500 cap on the first $1,000,000 of the tax base. This means a C corporation with $1,000,000 in tax base pays a maximum of $500 in franchise tax on that amount, plus $1.50 per $1,000 on any amount above $1,000,000. S corporations pay $200 on the first $1,000,000 of the tax base and $1.50 per $1,000 above that amount.
If you elect S corporation status with the IRS, your corporation will be taxed as a pass-through entity at the federal level, meaning income passes through to your personal tax return and is taxed at your individual rate. However, North Carolina still recognizes S corporations for state tax purposes, and S corporations pay franchise tax at $200 on the first $1,000,000 of the tax base and $1.50 per $1,000 above that amount. If you elect S corporation status, the income that passes through to you is subject to North Carolina individual income tax. For taxable years beginning after 2025, the individual income tax rate is 3.99%.
If your corporation sells tangible goods or certain services, you must collect sales tax from customers and remit it to the Department of Revenue. The current statewide sales tax rate is 4.75%, but local jurisdictions may add additional sales tax, bringing the total rate to as high as 7.5% in some areas.
North Carolina Corporate Tax Summary
| Tax Type | Rate | Application |
|---|---|---|
| Corporate income tax (C corp) | 2.00% (2026) | Net income of all C corporations |
| Corporate income tax (S corp) | 2.00% (2026) | S corporations still owe state corporate tax |
| Franchise tax (C corp) | $1.50/$1,000 of tax base | $200 minimum; $500 cap on first $1M |
| Franchise tax (S corp) | $200 on first $1M; $1.50/$1,000 above | No cap above $1M |
| Individual income tax (S corp pass-through) | 3. |