How to Incorporate a Business in North Carolina
Bizee helps entrepreneurs incorporate in North Carolina. Learn the steps, fees, and requirements to form a C Corp or S Corp — starting at $0 + the $128 state fee.
Bizee Editorial Staff
Editorial Team
North Carolina corporation at a glance
Filing fee: $128 (Articles of Incorporation, filed with the NC Secretary of State)
Processing time: Typically 3–5 business days for standard filing; expedited options available
State agency: North Carolina Secretary of State — Business Registration Division (sosnc.gov)
Annual report due: Due April 15 each year; $20 filing fee for corporations
State tax rate: North Carolina corporate income tax rate: 2.5% (as of 2024); no separate franchise tax for most small corporations
Incorporating in North Carolina
To incorporate in North Carolina, you file Articles of Incorporation with the NC Secretary of State, pay the $128 state fee, appoint a registered agent, and meet ongoing compliance requirements like annual reports. The process applies whether you're forming a C Corporation or electing S Corporation tax status with the IRS.
Why incorporate in North Carolina
North Carolina has one of the lowest corporate income tax rates in the country — 2.5% as of 2024 — which makes it a real consideration for entrepreneurs who expect the business to retain earnings and reinvest them. That rate has been on a scheduled decline and is set to reach 0% by 2030 under current law.
The state also offers targeted incentive programs for businesses that create jobs and invest locally. The Job Development Investment Grant (JDIG), administered by the NC Department of Commerce, provides cash grants directly to qualifying businesses based on job creation and capital investment. Not every corporation will qualify, but it's worth reviewing if you're planning to hire.
North Carolina's business climate tends to reward businesses that plan ahead. Incorporating early — before you bring on investors or employees — gives you the liability protection and structural credibility that outside parties expect.
How to incorporate in North Carolina
Incorporating in North Carolina takes 6 steps. Each one has a specific form, agency, or decision point — skipping any of them can leave your corporation incomplete or out of good standing.
Choose a corporate name: Your business name must be distinguishable from existing registered names in North Carolina. Check availability through the NC Secretary of State's business name search at sosnc.gov before filing. The name must include a corporate designator like "Corporation," "Incorporated," "Corp.," or "Inc."
Appoint a registered agent: North Carolina requires every corporation to maintain a registered agent — a person or business with a physical street address in the state who can receive legal documents on your behalf. You can serve as your own registered agent, but many business owners use a registered agent service to keep their personal address off public records.
File Articles of Incorporation: File your Articles of Incorporation with the NC Secretary of State's Business Registration Division. The filing fee is $128. You can file online at sosnc.gov or by mail. The Articles must include your corporate name, registered agent information, number of authorized shares, and the incorporator's name and address.
Hold an organizational meeting and adopt bylaws: After the state approves your filing, hold an organizational meeting to elect directors and officers, issue shares, and adopt corporate bylaws. Bylaws govern how your corporation operates — they're not filed with the state, but they're a required internal document.
Get an Employer Identification Number (EIN): Apply for an EIN from the IRS at irs.gov/ein. The EIN is your corporation's federal tax ID. You'll need it to open a business bank account, hire employees, and file federal taxes. The IRS issues EINs at no cost.
Register for state taxes and licenses: Register with the NC Department of Revenue for corporate income tax and, if applicable, sales tax. Depending on your industry and location, you may also need state or local business licenses. Check with the NC Department of Commerce and your local county or city office for permit requirements.
Types of North Carolina corporations
North Carolina recognizes two primary corporation types for tax purposes. The formation process with the state is the same for both — the difference is how you elect to be taxed at the federal level.
C Corporation: The default tax structure for corporations. A C Corp pays corporate income tax at the entity level — in North Carolina, that's 2.5% on net income. Shareholders also pay personal income tax on dividends, which is sometimes called double taxation. C Corps are the preferred structure for businesses planning to raise venture capital or issue multiple classes of stock.
S Corporation: An S Corp election lets the corporation pass income and losses through to shareholders' personal tax returns, avoiding the double taxation issue. To elect S Corp status, file IRS Form 2553 after incorporating. North Carolina recognizes the federal S Corp election, so no separate state election is required. S Corps have restrictions — no more than 100 shareholders, all of whom must be US citizens or residents, and only one class of stock is allowed.
Ongoing compliance requirements
Forming the corporation is the first step. Staying in good standing with the state requires ongoing filings and record-keeping — and missing them can put your corporation's status at risk.
Annual report: North Carolina corporations must file an annual report with the Secretary of State by April 15 each year. The filing fee is $20. The report confirms your registered agent, principal office address, and officer information. You can file online at sosnc.gov.
Corporate income tax return: File a North Carolina corporate income tax return (Form CD-405) with the NC Department of Revenue each year. The state corporate income tax rate is 2.5% on net income. The return is due on the 15th day of the fourth month after your fiscal year ends.
Corporate records: Keep minutes of board and shareholder meetings, a current list of directors and officers, and records of stock issuances. North Carolina doesn't require you to file these with the state, but they're essential if your corporation is ever audited or involved in litigation.
Registered agent: Maintain a registered agent with a physical North Carolina address at all times. If your registered agent changes, update the information with the Secretary of State promptly — a lapse can affect your ability to receive legal notices.
FAQ
The state filing fee for Articles of Incorporation in North Carolina is $128, paid to the NC Secretary of State. After formation, you'll also pay a $20 annual report fee each year due April 15. If you need an EIN, that's free through the IRS. Additional costs depend on whether you use a registered agent service or need state or local business licenses.
File Articles of Incorporation with the NC Secretary of State's Business Registration Division and pay the $128 state fee. Before filing, choose a distinguishable corporate name and appoint a registered agent with a North Carolina street address. After approval, hold an organizational meeting, adopt bylaws, and apply for an EIN from the IRS. Then register with the NC Department of Revenue for state taxes.
A C Corp is the default tax structure when you incorporate in North Carolina — no additional election is needed. File Articles of Incorporation with the NC Secretary of State, pay the $128 fee, and appoint a registered agent. The corporation will be taxed at North Carolina's 2.5% corporate income tax rate on net income. If you later want S Corp tax treatment, file IRS Form 2553.
First, incorporate in North Carolina by filing Articles of Incorporation with the Secretary of State. Then file IRS Form 2553 to elect S Corporation tax status at the federal level. North Carolina recognizes the federal S Corp election automatically — there's no separate state form. S Corps pass income and losses through to shareholders' personal returns, which avoids the double taxation that applies to C Corps.
Yes. North Carolina corporations pay state corporate income tax at a rate of 2.5% on net income, filed using Form CD-405 with the NC Department of Revenue. C Corps also pay federal corporate income tax. S Corps avoid entity-level state income tax because income passes through to shareholders' personal returns. A tax professional can help you figure out which structure makes sense for your situation.
The North Carolina Corporation Division is part of the NC Secretary of State's Business Registration Division. It's the state office that processes Articles of Incorporation, maintains the public record of registered businesses, and handles annual report filings. You can file documents, search business names, and check your corporation's standing at sosnc.gov.
Yes. North Carolina requires every corporation to maintain a registered agent with a physical street address in the state. The registered agent receives legal documents and official state notices on behalf of your corporation. You can serve as your own registered agent if you have a North Carolina address, or you can use a registered agent service to keep your personal address off public records.
Standard processing through the NC Secretary of State generally takes 3–5 business days for online filings. Expedited processing options are available for an additional fee if you need faster turnaround. Mail filings take longer. Once the state approves your Articles of Incorporation, you can apply for your EIN from the IRS, which is typically issued the same day when done online at irs.gov/ein.
