How to File a North Carolina Annual Report

What is an annual report?

An annual report is an update on the structure and leadership of your business. In many states, including North Carolina, an annual report is required by law for many types of businesses.

What information must a North Carolina annual report contain?

If your business is required to file an annual report in North Carolina, there are a few key pieces of information you’re required to disclose as part of the report. Most of these items will already be outlined in your business’ articles of incorporation or other formational documents, and the annual report serves to keep this information up to date as your company grows and evolves.

A North Carolina annual report must include:

• The name of the business and state in which it was formed
• The name and address(es) of the business’ registered agent
• The county, street address, and telephone number of the business’ principal office
• The names, titles, and addresses of the business’ principal officers
• A brief description of the nature of the business

North Carolina also allows business owners to designate their organization as “veteran-owned” or “service-disabled veteran-owned” small businesses in their annual reports in cases where those qualifications are met.

Who qualifies as a senior officer?

No two companies are structured exactly alike, but most businesses will be required to provide the names and addresses of the chief executive officer, chief operating officer, and chief financial officer. Depending on your business, you may also have to report a treasurer, secretary, controller, or any number of vice presidents designated by your company’s organizational structure.

Who qualifies as a director? 

All North Carolina corporations are required to have a board of directors, although the nature and number of this board are left up to the corporation’s bylaws and articles of incorporation. The number of directors can grow or shrink as the business needs change and the corporation's bylaws are amended, but there must always be at least one director on the board.

These directors fill an important role in the long-term decision-making process for a company, and their information must be entered alongside the senior officers’ details when listing company officials on your annual report.

How to file your North Carolina annual report in 3 steps

The North Carolina Secretary of State processes annual reports for businesses registered within the state, and the NCSOS office allows businesses to file reports either electronically or by mail. There are three general steps you’ll need to follow if you decide to file your annual report yourself.

Step 1: Gather the necessary information

Before you get started with your report, make sure you have up-to-date information for your registered agents, principal office, and any senior officers you’ll include in your submission. Having this information close at hand will make the filing process faster and easier.

Step 2: Choose how you’ll file

The NCSOS office encourages business owners to file annual reports electronically, saving time and money for both the state office and business owners. The NCSOS portal can help you search for your business entity and assemble a PDF of your annual report, walking through the required information piece by piece to ensure the report will conform to state laws. The online portal will also show any previously submitted annual reports for your business.

If you do not wish to submit your report electronically, NCSOS does still allow business owners to file annual reports by mail. This method costs slightly more than filing electronically and can take up to 12 weeks to process, but it is available to those wishing to avoid file using the NCSOS online portal.

Step 3: Complete and submit your report

No matter how you submit your annual report, you’ll need to provide the same information. Enter the names, addresses, and contact information exactly as described on your paper form or online portal and submit it along with the appropriate filing fee following the instructions laid out by the NCSOS office. 

How to file a North Carolina annual report with LegalZoom

Filing an accurate annual report in a timely manner is critical to keeping your business in good standing, as missing a deadline or filing incorrectly could lead to fines or other unnecessary complications. For a busy small business owner, keeping all the paperwork straight and remembering how to submit it can get tricky.

LegalZoom offers a simple, all-in-one solution for filing your annual report no matter what type of business you operate. Using this reporting service can save you time and ensure the necessary paperwork is filled out accurately, filed correctly, and delivered in a timely manner. We also offer an expedited service for businesses nearing their deadline for submissions. 

How much does it cost to file an annual report in North Carolina?

In addition to the required paperwork, North Carolina assesses an annual report fee when filing your yearly paperwork. This fee varies widely depending on the structure of your business and how you file.

Business corporations can file their report online for $20 or by mail for $25.

LLCs, LLPs, and LLLPs are all assessed a $200 fee for submitting an annual report, along with a $3 fee to file the documents electronically.

When is the deadline to submit a North Carolina annual report?

The deadline to file an annual report is also different depending on how your business is structured.

For LLCs, the deadline to submit an annual report is April 15, no matter what your business’ date of incorporation is.

Business corporations, LLPs, and LLLPs must all file an annual report for the preceding year by the 15th day of the fourth month of the business’ fiscal year. 

What are the penalties for not filing an annual report in North Carolina?

North Carolina does not technically have a late fee for filing annual reports, but a company that fails to file on time will receive a document known as a “Notice of Grounds for Administrative Dissolution.” This document signifies the state’s intention to dissolve the business unless a report is filed within 60 days.

In order to reinstate the business, an Application of Reinstatement must be filed along with a $100 filing fee, as well as the missing annual report and its accompanying filing fee.

Foreign entities operating in North Carolina are subject to the same deadlines as businesses based in North Carolina, and risk being administratively revoked if they do not remedy the situation in a timely manner. Foreign business entities are required to file both an annual report and an Application for Certificate of Authority, which is accompanied by a $250 filing fee.

Do all business entities need to file an annual report in North Carolina?

Whether or not a business is required to file an annual report and what information that report contains depends upon the structure of the business and the state in which it operates. In North Carolina, the following types of businesses must file an annual report.

• Business corporations
• Limited liability companies (LLCs)
• Limited liability partnerships
• Limited liability limited partnerships

All of the required information about your company will be the same whether you’re filing a business corporation annual report, a report for your limited liability company, or a report for a less common business structure.

What is the North Carolina state franchise tax?

A franchise tax is a form of tax assessed on businesses operating within a given state in exchange for the state’s permission to continue conducting business there. 

In North Carolina, all domestic corporations and foreign corporations with a Certificate of Authority issued by the state of North Carolina are required to pay a franchise tax. There are a number of exemptions outlined in the North Carolina General Statutes, including but not limited to:

• Charitable, religious, or educational organizations not operated for profit
• Certain associations and cooperatives involved in operations ranging from irrigation and livestock to telephone associations and mutual canneries which meet specific statutory requirements
• Organizations like chambers of commerce, merchants’ associations, homeowners’ associations, and similar groups that meet certain criteria outlined by the state of North Carolina

FAQs

Can you submit an annual report early?

Yes, you can submit your annual report up to four months early in most cases. For LLCs, annual reports can be filed anytime between Jan. 1 and April 15 to avoid penalties. For other businesses needing to file an annual report, it can be submitted anytime between the end of the company’s fiscal year and the 15th day of the fourth month of the fiscal year.

How can you pay the North Carolina franchise tax?

North Carolina’s franchise tax can be paid online through the North Carolina Department of Revenue. If you wish to pay by mail, you can send payment and the appropriate paperwork directly to the NCDOR, just like any other tax payment.

Can you file an annual report by mail?

Yes, but it may change the cost of filing and will likely take much longer to process. It is not unusual for paper filings to take as much as 12 weeks to be finalized by the NCSOS office.

Do nonprofits need to file an annual report in North Carolina?

Yes, assuming the nonprofit is structured as a business corporation. These types of businesses are subject to the same reporting laws as for-profit business entities.