Articles of Incorporation
In accordance with the North Carolina Business Corporation Act (Chapter 55 of the North Carolina General Statutes), corporations must file articles of incorporation with the state Secretary of State’s office before conducting business. The articles must be delivered by at least one of the incorporators, accompanied by the filing fee of $125.
Normal processing time by the state is five business from the date the state filing office receives your articles. Filing within 24 hours is $100 extra; same-day filing costs an additional $200.
The following information must be included in the articles of incorporation:
- The names and addresses of the incorporators.
- The street address and county of the corporation’s initial registered office
- The name of the new corporation’s initial registered agent at that office
- The mailing address of the corporation’s initial principal office (if it’s different from the registered office)
- The number of shares the corporation is authorized to issue
North Carolina law allows a corporation to be formed for any lawful business activity. There is no requirement for a specific corporate purpose to be stated in the articles of incorporation. North Carolina law also allows (but does not require) optional items to be included in the articles of incorporation for those corporations who wish to formally specify additional information, such as:
- The names and addresses of the initial directors of the corporation.
- The corporate purpose.
- The powers and constraints of the corporation, its board of directors, and shareholders.
- The par value of authorized shares or classes of shares.
- Provisions for or limitations on shareholder and/or director personal liability for corporate debts in certain situations.
In North Carolina, it’s not required to state a par value for your new corporation’s shares. The filing fee is not based on how many shares are authorized, so you can authorize as desired. Most incorporators authorize one class of common shares with equal voting, dividend, and liquidation rights, with no special restrictions.