Incorporate in North Carolina for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

There are similarities between a North Carolina S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences in North Carolina, however, come down to the following:

• Ownership Rules: A C-Corp can have as many or as few stock classes and shareholders as you like. An S-Corp may have only one stock class and up to 100 shareholders. Also, all shareholders in an S-Corp must be United States citizens or legal residents.
• Taxes: C-Corps pay corporate taxes on their earnings. This is separate from any taxes that individual shareholders may then pay on dividends they receive. S-Corps do not pay corporate taxes. They 're "pass-through" entities. They pass their earnings to individual shareholders. Each shareholder then pays taxes on his or her share.
• Documents: A C-Corp is the default tax designation for a corporation. To change that to an S-Corp, you must file IRS Form 2553, Election by a Small Business Corporation.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following North Carolina requirements:

• Include the word or an abbreviation for "Company," "Corporation," "Incorporated," "Limited," "Co.," "Corp.," "Inc." or "Ltd."
• Your name should not be deceptive, and it can't imply a business purpose other than what is permitted by law or by your Articles. For example, calling your business "Hamburger Heaven" when you sell shoes is deceptive.
• Your name should be different from any other existing business name registered or reserved with the state.
• Certain words can only be used with permission from the appropriate legal authority. These include "Bank," "Trust," "Mutual," and "Co-op."

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In North Carolina, corporations need at least one director. You don't have to name your directors in your Articles of Incorporation, although you can do so if you like. 

Directors do not have to live in the state and North Carolina does not have age requirements for directors or incorporators.

Every corporation needs a registered agent. This is the person or business responsible for receiving legal, tax, and government documents for your business during regular business hours. Your agent must have a physical North Carolina address, not a post office box. We help you designate your registered agent when you incorporate with us.

Your Articles of Incorporation must include your registered agent's name and physical address. If your agent's mailing address is different from the physical address, you must also list the mailing address.

You must include the following in your Articles of Incorporation in North Carolina:

• Your corporate name.
• The address of your corporation's principal office, if any.
• The number of shares the corporation is authorized to issue.
• If shares are divided into classes, the class designations, preferences, limitations, and relative rights of each share.
• The name and address of all incorporators.
• The signature of at least one incorporator.

North Carolina also has some optional provisions for your Articles of Incorporation. They include:

• Your business purpose. If it's not specified, North Carolina designates the purpose as engaging in any lawful business.
• Definitions or limitations on the powers of the corporation or its directors.
• Limitations on the personal liability of directors.

You must also include a cover sheet with your filing. The cover sheet is available on the Secretary of State's website.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In North Carolina, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $127.

• Fee to expedite your filing: $160.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 10-12 business days.

•  Expedited processing time: 1-2 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes – taxes are no fun, but they're an important part of owning a business. Prepare for them by applying to the IRS for an employer identification number, or EIN. This number is similar to a Social Security number for individuals. All businesses with employees must have one.

If you'd like to learn more about corporate taxation, Rocket Lawyer has information about the differences between a C-Corp tax structure and an S-Corp tax structure.

North Carolina requires that your corporation create and maintain certain corporate documents:

• Corporate Bylaws are a document detailing rules for your business, such as how it will be managed and its operating procedures. You can include just about any other provisions you'd like in your Bylaws as well, as long as they're consistent with your Articles and with the law.
• Corporate Minutes documents record actions taken and decisions made during meetings of your directors and your shareholders. Copies of meeting records must be kept at your principal office for three years.

State requirements for Meeting Minutes and Bylaws vary, but both documents help you maintain your corporate status. You do not have to file either one with the state. Just keep them with your other corporate records.

We wish you success with your new North Carolina corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford. 

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in North Carolina or domestic corporations that also operate in North Carolina. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.