NC SOS Annual Report: Deadlines, Fees, and Reinstatement

If you run a business corporation, LLC, or registered LLP in North Carolina, you owe the Secretary of State an annual report that confirms who runs the company and where it can be reached. The North Carolina Secretary of State annual report is an information filing, not a tax return — no revenue, no financials — but missing it can cost your entity its legal existence. Fees run around $200 depending on entity type and filing method, and deadlines fall on April 15 for LLCs and on a fiscal-year schedule for corporations and LLPs.

Who Has to File

The requirement covers every domestic and foreign business corporation authorized to do business in North Carolina, every domestic and foreign LLC, and every registered limited liability partnership.¹

Two categories are carved out of the standard rules. Professional limited liability companies (PLLCs) file under N.C.G.S. § 57D-2-02 rather than the general LLC statute, and professional corporations organized under Chapter 55B are exempt from the standard business corporation annual report.² Nonprofits have their own reporting obligations under Chapter 55A and are not covered here.

The Secretary of State mails reminder forms to entities on file, but the duty to file exists whether or not the reminder arrives. Not receiving one is not a defense.

When It’s Due

LLCs file by April 15 every year. The first report is due by April 15 of the year following the LLC’s formation or authorization to do business in North Carolina, and filings are accepted starting January 1.³

Business corporations and LLPs follow a fiscal-year deadline: the 15th day of the fourth month after the entity’s fiscal year ends.¹ For a calendar-year corporation, that lands on April 15 as well. A corporation on a June 30 fiscal year would file by October 15.

If the Secretary of State rejects your report for missing information, you get 30 days from the notice date to fix and resubmit it. A corrected filing delivered inside that window counts as timely.¹

What Information You Provide

The filing confirms basic identifying and contact data. For business corporations, that means:

Entity name and state or country of incorporation
Registered agent name and the street address of the registered office in North Carolina (no P.O. boxes)
Principal office address and phone number
Names, titles, and business addresses of the principal officers
A brief description of the nature of the business

If nothing has changed since your last filing, you can certify that instead of re-entering every field.¹

LLCs report the same core categories: registered agent and office, principal office address and phone number, and the names, titles, and business addresses of the company’s principal officials.² The statute says “principal company officials,” so list whoever actually runs the business day-to-day regardless of what your operating agreement calls them.

One point of confusion worth avoiding: the registered office is the North Carolina street address for legal service and must be a physical location, while the principal office is where the business actually operates and does not have to be in North Carolina. They are often the same address for local companies and different for foreign entities.

How to File and the Fee

The Secretary of State offers online filing at sosnc.gov. You search for your entity, review the data on file, update anything that has changed, and submit with electronic payment. Paper filing by mail is still available; forms can be downloaded from the same site or come by mail to entities on file.

Filing fees are set at $200 for business corporations, $200 for LLCs, and $200 for LLPs, with a small surcharge on paper submissions. Because fee amounts can change, verify the current schedule at sosnc.gov before you pay.

After submitting online, you’ll get a confirmation receipt or transaction number — save it. Your updated information typically appears on the public registry within a few business days, and it is worth checking that your entity shows “Current” status after filing.

What Happens If You Miss It

A missed annual report is not just a late fee problem. It can end your entity’s legal existence in North Carolina.

For LLCs, the Secretary of State can start administrative dissolution when the LLC fails to deliver its annual report within 60 days after the due date. The same process applies if the LLC goes 60 days without a registered agent or registered office, or fails to pay fees owed under the LLC act.⁴

For business corporations, the Secretary of State mails a written notice identifying the grounds for dissolution. The corporation then has 60 days from the notice date to correct the problem or show that the grounds do not exist. If no response comes within that window, the Secretary of State signs a certificate of dissolution and the entity is dissolved.⁵

Once dissolved, your entity loses its authority to conduct business or enter new contracts in North Carolina. The status appears on the public registry immediately, which banks, creditors, and prospective partners can see. Owners who counted on the corporate or LLC structure for personal liability protection put that shield at risk.

Reinstatement After Dissolution

Reinstatement is available, though it costs more and takes more work than filing on time would have. You apply to the Secretary of State, identify your entity and the effective date of dissolution, and show that every ground for dissolution has been cured. In practice, that means filing all overdue annual reports and paying all outstanding fees.⁶

The reinstatement filing fee is $100 for domestic corporations, LLCs, nonprofits, and LLPs. Foreign entities pay $250 for corporations and LLCs, or $125 for foreign nonprofits, and must also submit a certificate of existence from their home state.

Watch for a name problem. If another business registered a name identical or too similar to yours while your entity was dissolved, you have to change your entity’s name before the Secretary of State will issue a reinstatement certificate.⁶ For a business with established branding, signage, and contracts tied to its name, that is an expensive consequence of a missed filing.

When reinstatement takes effect, it relates back to the date of dissolution and the entity is treated as if the dissolution never happened. Third parties who reasonably relied on the dissolution during the gap may still have enforceable rights.⁶ LLCs follow the same reinstatement procedure that applies to corporations.⁴

1
North Carolina General Assembly. North Carolina Code 55-16-22 – Annual Report
2
North Carolina General Assembly. North Carolina Code 57D-2-24 – Annual Report for Secretary of State
3
North Carolina General Assembly. North Carolina Code 57D-2-24 – Annual Report for Secretary of State
4
North Carolina General Assembly. North Carolina Code 57D-6-06 – Administrative Dissolution
5
North Carolina General Assembly. North Carolina Code 55-14-21 – Procedure for and Effect of Administrative Dissolution
6
North Carolina General Assembly. North Carolina Code 55-14-22 – Reinstatement Following Administrative Dissolution