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Common mistakes

Filing the North Carolina Articles of Incorporation is a crucial step for anyone looking to establish a corporation in the state. However, many individuals make common mistakes that can delay the process or even lead to rejection of their application. One of the most frequent errors is not providing a clear and complete name for the corporation. The name must include a corporate designator, such as "Corporation," "Incorporated," or "Limited." Omitting this detail can lead to confusion and complications.

Another common mistake involves failing to designate a registered agent. Every corporation in North Carolina must have a registered agent who can receive legal documents on behalf of the corporation. Not specifying this agent can result in the application being deemed incomplete. Additionally, some individuals mistakenly believe that they can serve as their own registered agent without considering the implications. It’s essential to choose someone who is reliable and accessible.

Many people overlook the importance of providing accurate information about the corporation's purpose. The Articles of Incorporation require a brief statement outlining the nature of the business. A vague or overly broad description can lead to questions from the state, causing delays in processing. A clear and specific purpose statement helps streamline the review process.

Another frequent oversight is the failure to include the correct number of shares the corporation is authorized to issue. This detail is vital as it impacts the corporation's structure and future fundraising efforts. Some individuals either leave this section blank or provide an unrealistic number of shares, which can complicate matters down the line.

People often make errors when entering the names and addresses of the initial directors. Inaccuracies in this information can lead to significant issues. It is important to double-check spelling and ensure that all contact details are current. Missing or incorrect information can delay the approval process.

Additionally, some applicants forget to sign the Articles of Incorporation. A missing signature is a simple yet critical error that can halt the entire filing process. It is essential to ensure that all required signatures are present before submission.

Lastly, individuals sometimes neglect to include the filing fee with their application. Each submission requires a specific fee, and failing to include this payment can result in rejection. It is advisable to review the current fee schedule and ensure that the correct amount is enclosed.

Similar forms

The North Carolina Articles of Incorporation form shares similarities with the Certificate of Incorporation, commonly used in other states. Like the Articles of Incorporation, this certificate serves as the foundational document for establishing a corporation. It typically includes essential information such as the corporation's name, purpose, registered agent, and the number of shares authorized. Both documents are filed with the state’s Secretary of State office, marking the official creation of the business entity. The primary difference often lies in the specific state requirements and terminology, but the overall function remains consistent across jurisdictions.

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Another document closely related to the Articles of Incorporation is the Bylaws of a corporation. While the Articles of Incorporation establish the corporation's existence, the Bylaws outline the internal rules and regulations governing the corporation's operations. These rules cover aspects such as the management structure, the duties of officers and directors, and the procedures for holding meetings. Both documents are crucial for a corporation's governance, but they serve different purposes: one is about formation, while the other addresses operational guidelines.

The Limited Liability Company (LLC) Articles of Organization is another document that bears resemblance to the Articles of Incorporation. Both documents are used to officially create a business entity, but the LLC Articles of Organization are specifically for forming a limited liability company. Like the Articles of Incorporation, this document includes the name of the business, the address, and the registered agent. The key difference is that an LLC offers different tax benefits and legal protections compared to a corporation, yet both documents serve to establish a separate legal entity.

The Partnership Agreement also has similarities with the Articles of Incorporation, particularly in how it formalizes a business arrangement. While the Articles create a corporation, the Partnership Agreement establishes the terms and conditions of a partnership. This document outlines the roles, responsibilities, and profit-sharing arrangements among partners. Both documents aim to provide clarity and structure to business relationships, ensuring that all parties understand their rights and obligations. However, they cater to different business structures, with partnerships being less formal than corporations.

Lastly, the Certificate of Good Standing is another document that complements the Articles of Incorporation. Once a corporation is established, the Certificate of Good Standing serves as proof that the corporation is legally registered and compliant with state regulations. This document is often required for various business activities, such as securing loans or entering contracts. While the Articles of Incorporation initiate the corporation's existence, the Certificate of Good Standing confirms its ongoing compliance, making both documents essential for maintaining a business's legal status.

Key takeaways

Filling out and using the North Carolina Articles of Incorporation form is a crucial step in establishing a corporation in the state. Below are key takeaways to consider when completing this form:

  • The form must be filed with the North Carolina Secretary of State.
  • Incorporators must provide the corporation's name, which must be unique and not already in use.
  • The registered agent's name and address must be included; this person will receive legal documents on behalf of the corporation.
  • Specify the purpose of the corporation clearly; a general statement is often sufficient.
  • The duration of the corporation can be stated as perpetual or for a specific term.
  • Incorporators must sign the form, confirming their intent to form the corporation.
  • A filing fee is required; ensure payment is included with the submission.
  • Once filed, the Articles of Incorporation become a public record.
  • After approval, a certificate of incorporation will be issued, signifying the legal formation of the corporation.
  • Consider consulting legal or financial advisors for guidance on compliance and ongoing obligations.

Frequently Asked Questions

What are the Articles of Incorporation in North Carolina?

The Articles of Incorporation is a legal document that establishes a corporation in North Carolina. This document is filed with the Secretary of State and includes essential information about the corporation, such as its name, purpose, and the number of shares it is authorized to issue.

Who needs to file Articles of Incorporation?

Any individual or group planning to create a corporation in North Carolina must file Articles of Incorporation. This includes for-profit corporations, non-profit organizations, and professional corporations. If you intend to operate as a corporation, this step is necessary.

What information is required on the Articles of Incorporation form?

The form requires several key pieces of information, including:

  • The name of the corporation
  • The purpose of the corporation
  • The address of the corporation's principal office
  • The name and address of the registered agent
  • The number of shares the corporation is authorized to issue
  • The names and addresses of the incorporators

How do I file the Articles of Incorporation?

You can file the Articles of Incorporation online, by mail, or in person. To file online, visit the North Carolina Secretary of State's website. If you prefer to file by mail, download the form, complete it, and send it to the appropriate address along with the required filing fee. Ensure that all information is accurate to avoid delays.

What is the filing fee for the Articles of Incorporation?

The filing fee for the Articles of Incorporation in North Carolina is typically around $125. This fee may vary depending on the type of corporation you are forming. Check the North Carolina Secretary of State's website for the most current fee schedule.

How long does it take to process the Articles of Incorporation?

The processing time for the Articles of Incorporation can vary. Generally, it takes about 7 to 10 business days for the Secretary of State's office to process your application. If you need expedited service, you may have the option to request it for an additional fee.

Can I amend the Articles of Incorporation after filing?

Yes, you can amend the Articles of Incorporation after they have been filed. To do so, you must complete and file an amendment form with the Secretary of State. This process may also require a filing fee, so be sure to check the current requirements.

Do I need an attorney to file Articles of Incorporation?

While it is not legally required to have an attorney to file Articles of Incorporation, consulting with one can be beneficial. An attorney can help ensure that the document is completed correctly and that you comply with all legal requirements. This can save you time and potential issues down the road.

Instructions on How to Fill Out North Carolina Articles of Incorporation

After completing the North Carolina Articles of Incorporation form, the next step involves submitting it to the North Carolina Secretary of State along with the required filing fee. This process officially establishes your corporation in the state.

  1. Obtain the Articles of Incorporation form from the North Carolina Secretary of State's website or office.
  2. Fill in the corporation's name. Ensure it complies with state naming requirements.
  3. Provide the principal office address. This should be a physical location, not a P.O. Box.
  4. List the name and address of the registered agent. This person or entity will receive legal documents on behalf of the corporation.
  5. Indicate the purpose of the corporation. A brief description of the business activities is sufficient.
  6. Specify the number of shares the corporation is authorized to issue. Include the par value of shares if applicable.
  7. Include the names and addresses of the incorporators. These individuals are responsible for filing the Articles.
  8. Sign and date the form. The incorporators must provide their signatures.
  9. Prepare the filing fee. Check the current fee amount on the Secretary of State's website.
  10. Submit the completed form and payment to the North Carolina Secretary of State, either online or by mail.

PDF Specifications

Fact Name Description
Purpose The Articles of Incorporation form is used to establish a corporation in North Carolina.
Governing Law The formation of corporations in North Carolina is governed by Chapter 55 of the North Carolina General Statutes.
Required Information Essential details include the corporation's name, duration, purpose, and registered agent information.
Filing Fee A filing fee is required when submitting the Articles of Incorporation to the North Carolina Secretary of State.
Approval Process Once filed, the Secretary of State reviews the form for compliance with state laws before approval.
Public Record The Articles of Incorporation become part of the public record once filed and approved.