North Carolina requires many registered business entities to file an Annual Report with the North Carolina Secretary of State, Business Registration Division. This report updates the state with current information about your entity, helping to maintain its active status and good standing. The specific due date varies by entity type. In addition to this, there are annual tax-related filings with the North Carolina Department of Revenue and specific requirements for charitable organizations.
Why is it important to file? Maintaining good standing with the State of North Carolina is crucial for your entity’s legal operation. North Carolina has a unique approach to non-compliance: it does not impose direct monetary late fees for the Annual Report itself. Instead, failure to comply with these filing requirements can lead to more severe penalties and negative consequences, including:
Notice of Pending Dissolution: If your Annual Report is not filed by the due date, the Secretary of State will issue a “Grounds for” (dissolution/revocation) notice.
Administrative Dissolution/Revocation: If the report is not filed within 60 days after the notice is mailed, your domestic entity will be administratively dissolved, or your foreign entity will have its authority revoked to transact business in North Carolina.
Loss of Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in North Carolina courts.
Complex Reinstatement: Reinstatement is a time-consuming and often costly process, requiring the filing of all past due reports and payment of all accumulated fees, plus a reinstatement fee ($100 for most entities).
Specific Requirements by Entity Type in North Carolina:
For Business Entities (LLC, Corporation, LLP) in North Carolina:
Annual Report (North Carolina Secretary of State):
Frequency: Annually.
Filing Method: Can be filed online through the NC Secretary of State’s website or by mail. Online filing is generally faster.
Information Required: Entity’s legal name, NC Secretary of State ID number, current principal office mailing address, current Registered Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations; members/managers for LLCs).
For Corporations (For-Profit & Professional) in North Carolina:
In addition to the Annual Report:
Annual Report Due Date: By the 15th day of the 4th month following the entity’s fiscal year end (e.g., April 15th for calendar year filers).
Filing Fee for Annual Report:$21.00 (online filing, includes $3 electronic fee) or $25.00 (paper filing).
Penalty: No direct late fee, but risk of administrative dissolution after 60-day notice.
North Carolina Corporate Income Tax (North Carolina Department of Revenue – Form CD-405):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers).
Franchise Tax: North Carolina imposes an annual franchise tax on corporations for the privilege of doing business in the state. This is calculated based on the greatest of capital stock, appraised value of property, or total assets, with a minimum tax of $200.00. This is reported on the same form as the income tax (CD-405).
Extensions: Extensions to file are available, but any tax due (both income and franchise) must still be paid by the original due date to avoid interest and penalties. Late payment penalties can be 5% per month up to 25% of the unpaid tax, plus interest.
For Limited Liability Companies (LLCs) in North Carolina:
In addition to the Annual Report:
Annual Report Due Date: By April 15th of each year.
Filing Fee for Annual Report:$203.00 (online filing, includes $3 electronic fee) or $200.00 (paper filing).
Penalty: No direct late fee, but risk of administrative dissolution after 60-day notice.
North Carolina Income Tax: LLCs are generally treated as pass-through entities for North Carolina income tax purposes (unless they elect to be taxed as corporations).
Single-Member LLCs (Disregarded): Income and losses are reported on the owner’s individual North Carolina income tax return (Form D-400). No separate state-level return is typically filed by the LLC itself.
Multi-Member LLCs (Partnership-Taxed): If your LLC is a multi-member LLC taxed as a partnership, it generally needs to file Form D-403, North Carolina Partnership Income Tax Return, with the North Carolina Department of Revenue. This is an informational return. Nonresident member withholding or composite tax payment may apply.
Corporate-Taxed LLCs: If your LLC has elected to be taxed as a C-corporation or S-corporation for federal purposes, it will file Form CD-405 (C-Corp) or CD-401S (S-Corp) and be subject to North Carolina corporate income and franchise taxes.
North Carolina Franchise Tax for LLCs: If your LLC elects to be taxed as a C-Corporation or S-Corporation, it will be subject to the annual franchise tax as described for corporations above.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in North Carolina:
Annual Report Requirement (North Carolina Secretary of State):
General Partnerships (GPs) & Limited Partnerships (LPs) & Limited Liability Limited Partnerships (LLLPs): These entities are generally NOT required to file an annual report with the North Carolina Secretary of State.
Limited Liability Partnerships (LLPs): LLPs ARE required to file an Annual Report.
Due Date: By the 15th day of the 4th month following the entity’s fiscal year end (e.g., April 15th for calendar year filers).
Filing Fee:$203.00 (online filing, includes $3 electronic fee) or $200.00 (paper filing).
Penalty: No direct late fee, but risk of administrative dissolution after 60-day notice.
North Carolina Partnership Income Tax Return (North Carolina Department of Revenue – Form D-403):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of your taxable year (e.g., March 15th for calendar year filers).
Note: This is generally an informational return. Partnerships are usually pass-through entities, and the partners pay tax on their share of the income. Nonresident partner withholding or composite tax payment may apply. Late payment penalties can be 5% per month up to 25% of the unpaid tax, plus interest.
For Non-Profit Corporations in North Carolina, please also note the following:
Annual Report Requirement (North Carolina Secretary of State): Non-Profit Corporations created under Chapter 55A DO NOT file annual reports with the Secretary of State. (Professional entities created under Chapter 55B also do not file annual reports).
Charitable Organization Registration and Annual Renewal (North Carolina Secretary of State – Charitable Solicitation Licensing Division):
If your non-profit solicits charitable contributions in North Carolina, you must generally register and file an annual report with the North Carolina Secretary of State, Charitable Solicitation Licensing Division, unless specifically exempt (e.g., certain religious organizations, or those receiving less than $50,000 in contributions and not compensating officers/fundraisers).
Due Date: Annually, by the 15th day of the 5th month following the close of your fiscal year (e.g., May 15th for a December 31st fiscal year-end).
Filing Fee: Varies based on contributions received during the preceding fiscal year (e.g., $0 if less than $5,000; $50 if $5,000-$99,999; $100 if $100,000-$199,999; $200 if $200,000 or more).
Required Attachments: This renewal typically requires submitting a completed form and a copy of your federal IRS Form 990 series return. Audited financials may be required for larger organizations.
Penalties: Failure to comply can lead to fines, injunctions, or legal action for unlawful solicitation.
North Carolina Exempt Organization Business Income Tax (North Carolina Department of Revenue – Form CD-405 if applicable):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a North Carolina Corporate Income Tax return (Form CD-405) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from North Carolina corporate income and franchise tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various North Carolina filings typically require verification or updating of the following:
Your entity’s legal name and North Carolina Secretary of State ID number.
The current principal office mailing address.
The name and physical street address of your North Carolina Registered Agent.
For Corporations and LLPs: Names and addresses of your principal officers and directors (for corporations) or managers/members (for LLCs) or partners (for LLPs).
Updated contact information for the entity.
For tax filings: Financial information (income, expenses, compensation, assets, net worth).
For Non-Profits (Charitable Solicitation): Confirmation of your federal tax-exempt status, details regarding any charitable solicitation activities, and financial information for charitable reporting.
How can we assist you? We understand that navigating these compliance requirements, especially with North Carolina’s specific due dates and distinct penalty structure for annual reports, can be complex. We are here to assist you with understanding and fulfilling your North Carolina compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports with the North Carolina Secretary of State.
Assisting with the preparation and filing of your North Carolina tax returns (e.g., corporate income/franchise tax, partnership income tax) (if applicable).
Preparing and filing any applicable non-profit charitable registrations and annual reports.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the North Carolina Secretary of State and, if applicable, the Department of Revenue and Charitable Solicitation Licensing Division.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your North Carolina compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
