North Carolina LLC Annual Report
| Item | Details |
|---|---|
| Report Name | Annual Report |
| Frequency | Once per year |
| Due Date | April 15 (each year after formation) |
| Filing Fee | $203 (online) or $200 (paper) |
| First Report Due | April 15 of the year following LLC formation or qualification |
| Late Penalty | Administrative dissolution after 60 days past due |
| Reinstatement Fee | $100 plus delinquent annual-report fees |
| Filing Authority | North Carolina Secretary of State, Business Registration Division |
FAQ
Q: When is my North Carolina LLC's first annual report due?
Your first annual report is due on April 15 of the year following your LLC's formation or qualification in North Carolina. For example, if you formed your LLC in 2025, your first report is due April 15, 2026. Under N.C.G.S. § 57D-2-24, this deadline applies to all domestic and foreign LLCs doing business in the state.
Q: What happens if I miss the April 15 deadline?
You have a 60-day grace period after the April 15 due date before the Secretary of State can administratively dissolve or revoke your LLC. If you do not file by the 60th day after the deadline (roughly June 14), N.C.G.S. § 57D-6-06 gives the Secretary of State grounds to dissolve your LLC. This is a serious compliance issue that can affect your liability protection and business operations.
Q: Can I file my annual report online?
Yes. The North Carolina Secretary of State's Business Registration Division accepts online annual-report filings through its online filing system at https://www.sosnc.gov/online_filing/filing/creation. The online filing fee is $203. You may also file by paper for $200, but online filing is faster and recommended.
What Information Must Your Annual Report Include?
Your North Carolina LLC annual report must contain specific business and management information as required by N.C.G.S. § 57D-2-24. The Secretary of State uses this information to keep your LLC's public record current and to verify that your company remains in good standing.
You must provide:
- LLC name and report year — the exact legal name under which your LLC is registered
- Principal office address — the street address and mailing address (if different) of your main business location
- Registered office address — the North Carolina street address where your registered agent receives legal documents, plus the mailing address if different
- County of registered office — the county where your registered office is located
- Registered agent information — the registered agent's name and email address
- Changes to registered office or agent — a statement describing any changes made during the reporting year
- Principal company officials — the names, titles, and business addresses of your LLC's managers or members who hold decision-making authority
Ensure all information is accurate and current. If you changed your registered agent or office address during the year, you must disclose that change on the annual report.
How to File Your North Carolina LLC Annual Report
Filing your annual report is straightforward and can be completed online in minutes. The North Carolina Secretary of State's Business Registration Division processes filings through its secure online system.
Step 1: Gather Required Information
Before you begin, collect your LLC's current registered agent name and email address, registered office address, principal office address, and the names and titles of your managers or members. Have your LLC's registration number or name available for reference.
Step 2: Access the Online Filing System
Go to https://www.sosnc.gov/online_filing/filing/creation and select the annual-report filing option. You will need to log in or create an account with the Secretary of State's online filing portal.
Step 3: Complete the Form
Enter all required information exactly as it appears in your LLC's current records. Double-check addresses, names, and email addresses for accuracy. If any information changed during the year, note those changes clearly.
Step 4: Pay the Filing Fee
The online filing fee is $203. The Secretary of State accepts electronic payment through its secure payment system. Paper filings cost $200 but take longer to process.
Step 5: Submit and Confirm
Submit your completed form and payment. You will receive a confirmation email with a filing receipt. Keep this receipt for your records.
If you prefer not to file online, you may mail a paper annual report to the North Carolina Secretary of State, Business Registration Division, PO Box 29622, Raleigh, NC 27626-0622. However, online filing is faster and recommended.
Annual Report Deadlines and Grace Periods
Your North Carolina LLC annual report is due on April 15 each year, beginning the year after your LLC is formed or qualified to do business in the state. This deadline is set by N.C.G.S. § 57D-2-24 and applies uniformly to all domestic and foreign LLCs.
The 60-Day Grace Period
North Carolina gives you a 60-day grace period after the April 15 deadline. If you file by June 14 (the 60th day), you avoid administrative dissolution. However, this grace period is not a free pass—the Secretary of State may still assess penalties or issue notices of non-compliance during this window.
Why the Deadline Matters
The April 15 deadline is firm and non-negotiable. The Secretary of State does not extend it for business reasons, illness, or administrative oversight. Mark this date on your calendar and set a reminder at least two weeks in advance.
Multiple LLCs
If you own or manage multiple North Carolina LLCs, each one has its own April 15 deadline. You cannot combine filings or request a single extension for all your entities. File each annual report separately.
Foreign LLCs
If your LLC is formed outside North Carolina but qualified to do business in the state, you must still file an annual report by April 15 each year. The deadline and fee are the same as for domestic LLCs.
Late Penalties and Administrative Dissolution
Missing your annual report deadline triggers a serious compliance consequence under North Carolina law. The Secretary of State has explicit statutory authority to dissolve your LLC if you fail to file within the grace period.
The 60-Day Dissolution Trigger
Under N.C.G.S. § 57D-6-06, if you do not file your annual report by the 60th day after the April 15 deadline (approximately June 14), the Secretary of State may issue a Notice of Grounds for Administrative Dissolution. This notice informs you that your LLC is subject to dissolution.
What Administrative Dissolution Means
Administrative dissolution is not a voluntary winding-up process. It is an involuntary termination of your LLC's legal existence and authority to do business in North Carolina. Once dissolved, your LLC loses its liability protection, cannot enter into contracts, and cannot sue or be sued in its own name.
Practical Consequences
A dissolved LLC cannot:
- Operate its business legally
- Enter into new contracts
- Collect debts owed to the company
- Defend lawsuits in the LLC's name
- Maintain professional licenses or permits
- File tax returns as an LLC
Your personal liability protection disappears, and creditors may pursue you personally for company debts.
Notice and Opportunity to Cure
The Secretary of State will send you a Notice of Grounds for Administrative Dissolution. You have an opportunity to cure the default (file the missing report and pay fees) before the dissolution becomes final. However, you must act quickly—do not ignore the notice.
Late Filing Fee
North Carolina does not impose a separate "late fee" for filing an annual report after the deadline. However, you must pay the full $203 annual-report fee plus any reinstatement fees if your LLC has already been dissolved.
Reinstatement After Administrative Dissolution
If your LLC was administratively dissolved for missing an annual report, you can restore it to good standing through the reinstatement process. However, reinstatement requires you to cure all grounds for dissolution and pay additional fees.
The Reinstatement Process
To reinstate a dissolved domestic LLC, you must:
- File an Application for Reinstatement Following Administrative Dissolution with the Secretary of State
- Cure every ground for dissolution listed in the Secretary of State's notice (typically, filing the missing annual report)
- Pay the reinstatement filing fee of $100
- Pay each delinquent annual-report fee ($203 per year for each missed report)
For example, if your LLC missed annual reports for 2024 and 2025, you must pay $100 (reinstatement) + $203 (2024 report) + $203 (2025 report) = $506 total.
Timeline for Reinstatement
The Secretary of State processes reinstatement applications within 5–10 business days of receipt. You should file your reinstatement application as soon as you discover the dissolution to minimize business disruption.
Foreign LLC Requalification
If your foreign LLC was revoked for missing an annual report, you cannot simply file a reinstatement application. Instead, you must requalify through the Secretary of State's standard foreign-LLC qualification process. This requires filing a new Application for Certificate of Authority, paying the $250 foreign-LLC filing fee, and providing a current Certificate of Existence from your home state (no older than six months).
Restoring Your Liability Protection
Reinstatement restores your LLC's legal status retroactively to the date of dissolution. However, any contracts entered into or debts incurred while the LLC was dissolved may not be enforceable under the LLC's liability shield. Consult an attorney if your LLC was dissolved for an extended period.
Avoiding Future Dissolution
After reinstatement, set up a calendar reminder for April 1 each year to file your annual report by April 15. Consider using the Secretary of State's online filing system, which allows you to save your information and file quickly each year. Some business owners use their accountant or registered agent to track and file annual reports on their behalf.
Contact Information and Resources
For questions about your North Carolina LLC annual report, contact the Secretary of State's Business Registration Division:
- Phone: (919) 814-5400
- Mailing Address: PO Box 29622, Raleigh, NC 27626-0622
- Street Address: 2 South Salisbury Street, Raleigh, NC 27601-2903
- Website: https://www.sosnc.gov/divisions/business_registration
Useful Online Resources:
- Online Filing System: https://www.sosnc.gov/online_filing/filing/creation
- Business Search: https://www.sosnc.gov/online_services/search/by_title/search_Business_Registration
- Annual Report Due Dates: https://www.sosnc.gov/divisions/Business_Registration/annual_report_due_dates
- Reinstatement and Requalification: https://www.sosnc.gov/divisions/business_registration/reinstatement_and_requalification
- Business Registration Fee Schedule: https://www.sosnc.gov/fees/by_title/_Business_Registration_limited_liability_companies
Conclusion
Your North Carolina LLC annual report is a non-negotiable compliance requirement. File by April 15 each year, pay the $203 online filing fee, and provide accurate information about your registered agent, office, and management. Missing the 60-day grace period (June 14) exposes your LLC to administrative dissolution, which strips away your liability protection and halts business operations.
If your LLC was dissolved, reinstatement is possible but costly—you must pay $100 plus all delinquent annual-report fees. The best strategy is to file on time every year. Use the Secretary of State's online filing system, set calendar reminders, and keep your registered agent and office information current. If you have questions about your specific filing obligations, contact the North Carolina Secretary of State's Business Registration Division at (919) 814-5400 or visit https://www.sosnc.gov/divisions/business_registration.