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North Carolina LLC Operating Agreement Template

A North Carolina LLC operating agreement is executed by the members of a limited liability company (LLC) to lay out the framework of their company’s ownership, rules, and regulations. The completed contract establishes the interest that each member has in the LLC, as well as their rights and obligations. It also protects the members from personal liability and allows them to set forth their own rules for their company that would otherwise be governed by state law.

Contents

Types (2)

Single-Member LLC Operating Agreement – A simplified operating agreement to be used only by companies with one (1) member.

Download: PDF, Word (.docx), OpenDocument

 


Multi-Member LLC Operating Agreement – Relays the operational procedures of an LLC, as well as the division of rights, responsibilities, and ownership between the members.

Download: PDF, Word (.docx), OpenDocument

 


Laws


How to File

Step 1 – Reserve Company Name

To form an LLC in North Carolina, the company must choose a name that hasn’t already been registered in the state by another LLC. The name is required to include the words “limited liability company,” the abbreviation “LLC,” or “ltd. liability co.,” “limited liability co.,” or “ltd. liability company.”

To find out if a name has already been taken, navigate to the Secretary of the State business search portal, select Company, enter the chosen name in the search field, and click Search.

Once a unique name has been selected, it can be reserved for a one hundred twenty (120) day period by filing an Application to Reserve a Business Entity Name with the Secretary of State for a $30 filing fee at the below address.

NC Secretary of State
Corporations Division
Post Office Box 29525
Raleigh, NC 27626-0525


Step 2 – File the Articles of Organization

The forms and filing fees required to create an LLC will depend on the type of LLC that is being created. If the LLC is based in North Carolina it is considered a “domestic LLC.” If the LLC has already been registered in another state, it must file as a “foreign LLC.”

Domestic LLC:

  • Required Form:
    • Articles of Organization
  • Filing Fee: $125

Foreign LLC:

  • Required Forms:
    • Certificate of Authority
    • Certificate of Existence (issued by the state in which LLC is based)
  • Filing Fee: $250

File Online

The easiest way to complete and file the Articles of Organization to create an LLC in North Carolina is to file online through the Secretary of the State Business Registration webpage. To get started, navigate to the webpage, scroll down, and click on the Register Your Business ONLINE! button.

On the next page, the user will be prompted to sign in or create a new account. After creating an account and logging in, the Articles of Organization can be accessed, completed, and filed online.

File By Mail / In Person

Companies may also file their documents by mail. The necessary documents can be downloaded from the Secretary of the State Business Forms webpage. Once the forms have been completed, they will need to be sent to the address below along with the requisite filing fee.

NC Secretary of State
Business Registration Division
PO Box 29622,
Raleigh, NC 27626-0622

Alternatively, the documents can be filed in person by hand-delivering them at the following address between the hours of 8am and 5pm, Monday through Friday (excluding holidays):

2 South Salisbury Street
Raleigh, NC 27601


Step 3 – Execute Operating Agreement

State law doesn’t require LLCs to execute an operating agreement. However, it should be considered mandatory because it formalizes the company’s operations and regulations agreed to by the members and can protect them from liability.

  • Single-Member LLC Operating Agreement
  • Multi-Member LLC Operating Agreement

Step 4 – Register Company with IRS and Department of Revenue

The majority of LLCs will need to be registered with the North Carolina Department of Revenue (NCDOR) and IRS to operate legally. Registration with the NCDOR can be accomplished at a taxpayer service center and state taxes can be filed online.

Companies are required to apply for an employer ID number (EIN) that identifies them for federal tax purposes. An EIN is not required if the company only has one member/owner. LLCs can apply for an EIN online or by completing Application for EIN (Form SS-4) and filing it by mail at the following address:

Internal Revenue Service
Attn: EIN International Operation
Cincinnati, OH 45999

Newly founded LLCs should hire a certified accountant to ensure that the company is properly registered for state and federal taxation.


Step 5 – File Annual Report

North Carolina LLCs are required to file an Annual Report on the fifteenth (15th) of April of each year that the company is in operation. The filing fee is $200 for filings by mail and $202 for online filing. Filing can be completed online or by mail. To file by mail, send a completed report to the below address.

NC Secretary of State
Business Registration Division
P.O. Box 29525
Raleigh, NC 27626-0525


Resources

Filing Options: Online

By Mail:

NC Secretary of State
Business Registration Division
PO Box 29622,
Raleigh, NC 27626-0622

In Person:

2 South Salisbury Street
Raleigh, NC 27601

Costs:

  • Domestic filing fee: $125
  • Foreign filing fee: $250
  • Name reservation: $30
  • Name registration: $10
  • Annual report: $200/$202

Forms:

Links: