What is a Foreign LLC in North Carolina – Definition and Filing


Steve Bennett
Steve Bennett
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If you have an LLC in North Carolina and want to expand your business beyond North Carolina, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in North Carolina, must file a foreign LLC in North Carolina. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the North Carolina government.

In this article, you’ll be reading about how to start a foreign LLC in North Carolina. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in North Carolina after you form it.

Forming a Foreign LLC in North Carolina

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in North Carolina, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for North Carolina) and wants to expand their operations in North Carolina can file their LLC as a foreign entity. To start a foreign LLC in North Carolina, you need to register it with the North Carolina Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in North Carolina for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in North Carolina. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Existence From Home State

llc formation document

Before you proceed to register your LLC in North Carolina as a foreign entity, you must get the Certificate of Existence issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in North Carolina, then you must obtain the Certificate of Existence from North Carolina Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than North Carolina must get this document to register a foreign LLC in North Carolina.

Filing Certificate of Existence: In North Carolina, there are two methods to obtain the Certificate of Existence. Either by phone or online. Check Certificate of Existence Scheme to know more about the methods and fee.

Step 2: Choose North Carolina Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the North Carolina Secretary of State. Your LLC’s legal name outside of North Carolina will be listed on the application, along with the name it will use in North Carolina. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in North Carolina to use. Check name availability at North Carolina’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in North Carolina when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select North Carolina Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in North Carolina, you must have a registered agent from North Carolina only. No matter where your domestic LLC is located, you must hire a registered agent from North Carolina for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in North Carolina and take note that the North Carolina Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for North Carolina Foreign LLC

The most important step is to send the application for registration with North Carolina SOS. Download the PDF form from the North Carolina Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

filing foreign llc
  • LLC’s full legal name.
  • A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
    • DBA filing method in North Carolina: two methods, by mail and in person.
    • Online: There is no online filing available
    • Offline: For filing offline, you must send the accomplished DBA filing form to the Register of Deeds Office in the county where your business is located. Addresses vary by county.
    • DBA filing fee in North Carolina: $26
  • LLC’s principal office and mailing addresses
  • LLC formation state and date.
  • Registered agent’s name and address in North Carolina.
  • Date when your LLC will start operations in North Carolina.
  • Credit card information is on the last page of the form for the application fee.

Online Filing

For filing a foreign LLC in North Carolina online, you need to Sign in to SOS. If you don’t have credentials, create your account with the portal first. Once you’re registered, get the online form, fill it up, and submit it online.

Offline Filling

For the offline filing of a foreign LLC in North Carolina, you must get the Foreign LLC Registration Form (PDF). As soon as you get the form, fill it up carefully with correct and relevant information. Check the (*) mandatory fields and make sure they were filled up. Send the paper form by mail or in-person to the SOS address at The Secretary of State, Business Registration Division, P.O. Box 29622, Raleigh, NC 27626.

Foreign LLC Registration Fee in North Carolina: The cost of having a foreign LLC in North Carolina is $100. This is a processing fee and it takes a standard time. If you want to expedite the process. you must pay a $100 additional fee. Apart from the processing fee, there is a $3 charge for online transactions.

The LLC cost in North Carolina, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between North Carolina’s domestic and foreign LLCs.

Step 5: Determine How Your North Carolina Foreign LLC is taxed

llc tax

Foreign LLCs are also subjected to the North Carolina Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in North Carolina for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in North Carolina. However, it is recommended to check with the North Carolina Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing North Carolina Foreign LLC Online – Quick Recap

  1. Get the Certificate of Existence from your home state where your LLC is originally registered
  2. Check if the name of your LLC is available in North Carolina to use for your foreign LLC. If not, file DBA name with North Carolina SOS.
  3. Get a registered agent in North Carolina to represent your foreign LLC in North Carolina. Recommended, professional help instead of being your own registered agent.
  4. File the Application of Foreign LLC with the North Carolina Secretary of State following the mentioned method(s) above.
  5. Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in North Carolina with the FinCEN.

After Forming North Carolina Foreign LLC

Here are added things you need to accomplish after forming your North Carolina Foreign LLC

  1. Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at North Carolina Secretary of State.
  2. File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in North Carolina. Here’s everything about North Carolina LLC Annual Reports.
  3. Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What is the process of forming a foreign LLC in North Carolina?
To form a foreign LLC in North Carolina, you need to file an Application for Certificate of Authority with the Secretary of State.
Do I need a registered agent for my foreign LLC in North Carolina?
Yes, all foreign LLCs operating in North Carolina must appoint a registered agent who has a physical address in the state where legal documents can be served.
What are the filing fees for a foreign LLC in North Carolina?
The filing fee for an Application for Certificate of Authority for a foreign LLC in North Carolina is $250.
Will I need to publish a notice in a local newspaper when forming a foreign LLC in North Carolina?
No, foreign LLCs in North Carolina are not required to publish a notice in a local newspaper.
How long does it take to process the application for a foreign LLC in North Carolina?
The processing time for an Application for Certificate of Authority in North Carolina is typically around 7-10 business days.
Can I use a PO Box as the address of my foreign LLC in North Carolina?
No, a PO Box is not acceptable as the registered office address for a foreign LLC in North Carolina.
Are there any annual reporting requirements for foreign LLCs in North Carolina?
Yes, foreign LLCs in North Carolina are required to file an Annual Report with the Secretary of State each year.
Do foreign LLCs in North Carolina need to pay state taxes?
Yes, foreign LLCs operating in North Carolina are subject to state taxes on any income generated within the state.
Can I convert my foreign LLC into a domestic LLC in North Carolina?
Yes, a foreign LLC can convert into a domestic LLC in North Carolina by completing the appropriate forms and following the necessary steps.
Do I need to have a physical presence in North Carolina to form a foreign LLC?
No, you do not need to have a physical presence in North Carolina to form a foreign LLC in the state.
Can a foreign LLC form in North Carolina?
Yes, a foreign LLC can form in North Carolina by filing an application for a Certificate of Authority with the Secretary of State.
What are the requirements for a foreign LLC to do business in North Carolina?
A foreign LLC must appoint a registered agent in North Carolina and file an application for a Certificate of Authority with the Secretary of State.
How much does it cost to file an application for a Certificate of Authority in North Carolina?
The filing fee for an application for a Certificate of Authority in North Carolina is $250.
Is a foreign LLC required to file an annual report in North Carolina?
Yes, a foreign LLC must file an annual report with the Secretary of State in North Carolina.
Can I file the Certificate of Authority application online in North Carolina?
Yes, you can file the Certificate of Authority application online through the Secretary of State’s website in North Carolina.
How long does it take to process the Certificate of Authority application in North Carolina?
The processing time for a Certificate of Authority application in North Carolina is typically 7-10 business days.
Does a foreign LLC need a federal employer identification number (EIN) to form in North Carolina?
Yes, a foreign LLC will need a federal EIN to obtain business licenses and operate legally in North Carolina.
Are there any exceptions to the Certificate of Authority requirement for foreign LLCs in North Carolina?
Some foreign LLCs may be exempt from the Certificate of Authority requirement in North Carolina, such as those engaging in isolated transactions or activities.
Can a foreign LLC be sued in North Carolina without a Certificate of Authority?
A foreign LLC that does not have a Certificate of Authority in North Carolina may not be able to bring a lawsuit in the state’s courts, but it can still be subject to lawsuits.
Are there any ongoing compliance requirements for a foreign LLC in North Carolina?
In addition to filing an annual report, a foreign LLC in North Carolina must also maintain a registered agent and keep its business records up to date.
Can a domestic LLC in North Carolina convert to a foreign LLC?
Yes, a domestic LLC in North Carolina can convert to a foreign LLC by filing an application for a Certificate of Authority with the Secretary of State.
Is there a penalty for operating as a foreign LLC in North Carolina without a Certificate of Authority?
Yes, a foreign LLC that operates without a Certificate of Authority in North Carolina may be subject to fines, penalties, or other enforcement actions.
Can a foreign LLC qualify for tax incentives in North Carolina?
Foreign LLCs may qualify for tax incentives in North Carolina if they meet certain criteria and are engaged in eligible activities.
Do foreign LLCs in North Carolina need to obtain local business licenses or permits?
Yes, foreign LLCs in North Carolina may need to obtain local business licenses or permits, depending on the nature of their business activities and location.
Are foreign LLC members liable for North Carolina state taxes?
Foreign LLC members may be subject to North Carolina state taxes on income derived from business activities conducted in the state.
What is the best way to find a registered agent for a foreign LLC in North Carolina?
The Secretary of State’s website in North Carolina provides a list of registered agent services that can assist foreign LLCs with appointing a registered agent.
Can a foreign LLC change its registered agent in North Carolina?
Yes, a foreign LLC can change its registered agent in North Carolina by filing a Statement of Change of Registered Office or Registered Agent with the Secretary of State.
Are there any restrictions on the name that a foreign LLC can use in North Carolina?
Foreign LLC names in North Carolina must be distinguishable from other entities on file with the Secretary of State and comply with state laws regarding business names.
Can a foreign LLC in North Carolina dissolve voluntarily?
Yes, a foreign LLC can voluntarily dissolve in North Carolina by filing articles of dissolution with the Secretary of State.
Are there any special rules for foreign LLCs in North Carolina regarding member meetings?
Foreign LLCs in North Carolina must comply with state laws regarding member meetings, including notice requirements and voting procedures.

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In Conclusion

Having a foreign LLC in North Carolina is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in North Carolina does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Existence to hiring a registered agent in North Carolina, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in North Carolina can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in North Carolina is a success.

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