Filings with the North Carolina Secretary of State

When you form a corporation in North Carolina, you will file Articles of Incorporation with the Secretary of State. The names of the shareholders do not need to be disclosed. You will apply for an employer identification number with the IRS, and you may elect S-Status with the IRS. These are the only formation documents that are filed with the government.

The other documents you need to be properly formed are generally kept in a corporate minute book: organizational meeting and other meeting minutes, bylaws, shareholders agreements. Thus, if you change the shareholders by bringing in someone new, or buying out your co-founder, nothing needs to be filed with the Secretary of State (although you may need to close out your accounting year with a short year.) Similarly, an amendment to the bylaws or shareholders agreement does not usually require filings with the Secretary of State or the IRS.

Limited liability companies are formed by filing Articles of Organization with the North Carolina Secretary of State. Again, the members (owners) of the company do not need to be identified. The company also applies to the IRS for an EIN. Operating agreements or buy-sell agreements among the owners are not filed. Changes in ownership, the operating agreement or buy-sell agreement are not documented by a government filing.

Both LLCs and Corporations, however, need to file annual reports in March or April (depending on the type of entity) with the North Carolina Secretary of State. Again, these will not require the names of the owners, but require disclosure of the officers, directors or managers.