How to Incorporate a Business in NC: Filing, Taxes, and BOI

To incorporate a business in NC, you file Articles of Incorporation (Form B-01) with the North Carolina Secretary of State and pay a $125 filing fee.¹ That single filing creates the corporation, but it isn’t the whole job. Before you file you need a compliant name and a registered agent, and once the state approves your paperwork you still have to hold an organizational meeting, adopt bylaws, register for taxes, and keep up with annual reports. Skip any one of these and you can lose the liability protection you incorporated to get.

Pick a Compliant Corporate Name

Your name has to do two things under North Carolina law. It must include a corporate signal — “Corporation,” “Incorporated,” “Company,” or “Limited,” or one of their abbreviations.² And it has to be distinguishable on the Secretary of State’s records from every other registered corporation, LLC, and limited partnership.³ Swapping “Inc.” for “Corp.,” adding punctuation, or dropping in “the” or “and” won’t make an otherwise identical name acceptable. Run a search in the Secretary of State’s online business registry before you commit.

If you’ve found a name but aren’t ready to file, you can reserve it for 120 days by submitting a reservation application with a $30 fee.¹ Reservation is optional. If your Articles are ready to go, file them and skip the fee.

Line Up a Registered Agent

Every North Carolina corporation needs a registered agent at a registered office inside the state.⁴ The office is a physical street address where legal documents can be delivered during business hours; a P.O. box doesn’t qualify. The agent is the person or company at that address who accepts lawsuits, tax notices, and official state mail.

An individual agent must be a North Carolina resident whose business address matches the registered office. A corporation or LLC authorized to do business in the state can also serve. Many owners name themselves at the start. If you can’t guarantee someone will be at the office during business hours, a commercial registered agent service typically runs $100 to $300 per year. Don’t let the appointment lapse. Losing your registered agent is one of the fastest routes to administrative dissolution, which wipes out your corporate protections.

File the Articles of Incorporation

The Articles of Incorporation (Form B-01) is the document that actually creates your corporation. Download the current version from the Secretary of State’s website.⁵ The form asks for:⁶

The corporate name, meeting the requirements above.
The total authorized shares, with par value and any separate stock classes if you’ll have more than one ownership tier.
The registered agent’s name, the street and mailing addresses of the registered office, and the county.
The principal office address, which doesn’t have to be in North Carolina.
Each incorporator’s name and address. At least one incorporator must sign.

There is also an effective date field. By default, the corporation exists the moment the Secretary of State approves the filing. You can specify a later start date up to 90 days out if you want to line up with a tax year or a launch.⁵ Leave the field blank for immediate effect.

You can file online through the Secretary of State’s portal or by mail. The fee is $125 either way.¹ Online submissions take a credit card and process faster; standard turnaround runs about three to five business days. If you need it sooner, expedited service costs $200 for same-day processing (documents received by noon) and $100 for 24-hour processing.⁷ Once approved, you’ll receive a file-stamped copy as proof the corporation exists.

The Secretary of State will reject filings with incomplete or inconsistent information, so verify every field before you submit. The incorporator’s signature affirms that everything in the document is accurate.

Hold an Organizational Meeting and Adopt Bylaws

Once the state approves your Articles, the corporation exists on paper, but it still needs internal governance. North Carolina law requires an organizational meeting to finish the setup.⁸ What happens there depends on how you drafted the Articles. If directors are named in the Articles, a majority of them calls the meeting, appoints officers, adopts bylaws, and handles any other initial business. If directors aren’t named, the incorporators meet first to elect directors, who then complete the organizational steps.

The meeting can happen anywhere, inside or outside North Carolina. If you’re the sole incorporator and director, you can skip the formal meeting and document the same actions through a written consent you sign yourself. The statute explicitly allows that alternative.

Bylaws are your corporation’s operating rulebook. They cover how meetings are called, how directors are elected, what officers do, and how shares are transferred. North Carolina requires every corporation to adopt initial bylaws, and they can include any management provision that doesn’t conflict with the law or your Articles.⁹ The state doesn’t review or approve them. They’re an internal document, but courts enforce them, so take the drafting seriously.

Get Your EIN and Register for State Taxes

Your corporation needs a federal Employer Identification Number (EIN) from the IRS. Apply online at irs.gov at no cost; approval is typically immediate. You’ll need the EIN before you can open a business bank account, hire employees, or file tax returns.

At the state level, register with the North Carolina Department of Revenue using your EIN and your Secretary of State identification number.¹⁰ If you’ll hire employees, register for wage withholding tax and provide the date wages will first be paid along with your estimated monthly withholding. If you’ll sell tangible goods, you’ll also need a sales and use tax account.

Know the Taxes You’ll Owe

North Carolina imposes two separate taxes on corporations. The corporate income tax rate was 2.25% for 2025 and has been declining under a legislated phase-down schedule.¹¹ Check the Department of Revenue’s current rate table for your tax year.

There’s also an annual franchise tax, calculated at $1.50 per $1,000 of the larger of your capital stock, surplus, or undivided profits, with a $200 minimum.¹¹ Even a brand-new corporation with minimal assets owes at least $200. Budget for it from day one.

If You Want S-Corporation Status

By default, your new corporation is taxed as a C-corporation: the company pays corporate income tax and shareholders pay personal income tax on dividends. If you qualify (100 or fewer shareholders, one class of stock, all shareholders U.S. individuals or certain trusts), you can elect S-corporation status by filing IRS Form 2553. For a brand-new corporation, the deadline is two months and 15 days after the beginning of its first tax year.¹² Miss that window and you’re a C-corp for the entire first year.

Stay in Good Standing

Annual Report

Every North Carolina corporation files an annual report with the Secretary of State to keep its registration current.¹³ It confirms your registered agent, office address, and current officers and directors. The report is due by the 15th day of the fourth month after your fiscal year ends; for a calendar-year corporation, that’s April 15.

Electronic filing costs $18, paper filing $25.¹ If you consistently miss the deadline, the state will administratively dissolve the corporation, which ends your limited liability protection. Reinstatement costs $100 and requires catching up on every missed report, so file on time.

Corporate Records

North Carolina requires every corporation to keep certain records at its principal office on an ongoing basis, including the current Articles and bylaws (with amendments), minutes and shareholder communications from the past three years, a current list of directors and officers, the most recent annual report, accounting records, and a shareholder list organized by class.¹⁴ Paper or electronic is fine, as long as the records can be converted to written form within a reasonable time. If your corporation is sued and you can’t produce these documents, a court may question whether the entity really operates as something separate from you, which is exactly the shield you incorporated to create.

Beneficial Ownership (BOI) Reporting

The federal Corporate Transparency Act originally required most new corporations to file a Beneficial Ownership Information report with FinCEN within 30 days of formation. As of March 2025, FinCEN revised its rules to exempt all domestically formed entities from BOI reporting.¹⁵ Only entities formed under the law of a foreign country and registered to do business in the U.S. currently have to file. A standard North Carolina corporation does not. The rules in this area are still evolving, so check before you assume the exemption still applies.

1
North Carolina General Assembly. North Carolina General Statutes Chapter 55 Article 1
2
North Carolina General Assembly. North Carolina General Statutes 55D-20 – Name Requirements
3
North Carolina General Assembly. North Carolina General Statutes 55D-21 – Entity Names on Records
4
Justia. North Carolina General Statutes 55D-30 – Registered Office and Registered Agent
5
State of North Carolina Department of the Secretary of State. Articles of Incorporation Form B-01
6
Justia. North Carolina General Statutes 55-2-02 – Articles of Incorporation
7
North Carolina General Assembly. North Carolina General Statutes 55D-11 – Expedited Filings
8
Justia. North Carolina General Statutes 55-2-05 – Organization of Corporation
9
North Carolina General Assembly. North Carolina General Statutes 55-2-06 – Bylaws
10
NCDOR. Prepare to Register Your Business
11
NCDOR. Corporate Income and Franchise Tax Rates
12
Internal Revenue Service. Instructions for Form 2553
13
North Carolina General Assembly. North Carolina General Statutes 55-16-22 – Annual Report
14
North Carolina General Assembly. North Carolina General Statutes 55-16-01 – Corporate Records
15
FinCEN.gov. Beneficial Ownership Information Reporting