reglab/statecodes huggingface dataset:
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 16 - Records and Reports. › § 55A-16-21 - Notice of indemnification to members.

§ 55A-16-21. Notice of indemnification to members.
If a corporation indemnifies or advances expenses to a director under G.S. 55A-8-51, 55A-8-52, 55A-8-53, 55A-8-54, or 55A-8-57 in connection with a proceeding by or in the right of the corporation, the corporation shall give notice of the indemnification or advance in writing to the members with or before the notice of the next meeting of members. (1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 16 - Records and Reports. › § 55A-16-23 - Principal office address.

§ 55A-16-23. Principal office address.
(a) Any corporation that does not designate the street address and the mailing address, if different from the street address, of the corporation's principal office and the county of location in an annual report or its articles of incorporation shall file a Designation of Principal Office Address form with the Secretary of State that contains that information.
(b) A corporation may change its principal office by delivering to the Secretary of State for filing a Corporation's Statement of Change of Principal Office form that sets forth:
(1) The street address, and the mailing address if different from the street address, of the corporation's current principal office and the county in which it is located; and
(2) The street address, and the mailing address if different from the street address, of the new principal office and the county in which it is located. (1995, c. 539, s. 21; 2001-358, s. 48(d); 2001-387, ss. 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 16 - Records and Reports. › § 55A-16-24 - Financial statements for the public.

§ 55A-16-24. Financial statements for the public.
(a) Notwithstanding any provisions in the articles of incorporation or bylaws, a corporation that receives over five thousand dollars ($5,000) of public funding within a fiscal year, including the amount of grants or loans and the value of any in-kind donations, from a local government, the State, or the federal government shall provide its latest annual financial statements upon written demand from any member of the public. The statements shall be substantively similar to those required under G.S. 55A-16-20 but shall contain additional details about the amount of public funds received and how those funds were used. Additionally, a corporation that receives public funding shall provide, upon written demand from any member of the public, a copy of its most recently completed and filed Internal Revenue Service Form 990 or Form 990-EZ, except of any information not required for public disclosure pursuant to 26 U.S.C. § 6104(d)(3), or a copy of the message confirming the corporation's submission of Internal Revenue Service Form 990-N. A corporation may comply with the provisions of this section by maintaining on its public Web site a financial report as described in this section and a copy of its most recent Internal Revenue Service Form 990, Form 990-EZ, or Form 990-N submission confirmation or by having such materials posted, as part of a database of similar documents of other tax-exempt organization, on a Web site established and maintained by another entity, provided that the entity does not charge a fee to access the information and provided that the corporation provides a link on its public Web site to the Web site maintained by the other entity.
(b) Exceptions. – The following corporations already required to report information shall not be subject to subsection (a) of this section, but shall provide information on their public Web site to whom the corporation reports its information and how to access that information:
(1) A corporation required to report to the North Carolina Medical Care Commission of the Department of Health and Human Services.
(2) A corporation required to report to the Local Government Commission of the Department of State Treasurer.
(3) A private college that meets the definition of "institution" under G.S. 116-22 and is required to report to the State under G.S. 143C-6-23. (2012-169, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 17 - Transition and Curative Provisions. › § 55A-17-01 - Applicability of Chapter.

§ 55A-17-01. Applicability of Chapter.
(a) The provisions of this Chapter relating to domestic corporations shall apply to:
(1) All corporations heretofore or hereafter organized under this Chapter.
(2) All nonprofit corporations without capital stock heretofore or hereafter organized under any other act, unless there is some other specific statutory provision particularly applicable to such corporations or inconsistent with some provisions of this Chapter, in which case that other provision prevails. Nothing herein shall apply to hospital and medical service corporations as defined in Article 65 of Chapter 58 of the General Statutes which were incorporated prior to July 1, 1957, or repeal or modify the provisions of G.S. 54-138.
(b) The provisions of this Chapter relating to foreign corporations shall apply to all corporations conducting affairs in this State for purposes for which a corporation might be organized under this Chapter. A foreign corporation authorized to conduct affairs in this State on July 1, 1994, is subject to this Chapter but is not required to obtain a new certificate of authority to conduct affairs under this Chapter. (1955, c. 1230; 1967, c. 659; 1991, c. 720, s. 76; 1993, c. 398, s. 1; 1995, c. 400, s. 12.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 17 - Transition and Curative Provisions. › § 55A-17-02 - Certain religious, etc., associations deemed incorporated.

§ 55A-17-02. Certain religious, etc., associations deemed incorporated.
In all cases where a religious, educational, or charitable association has been formed prior to January 1, 1894, and has since that date been acting as a corporation, exercising the powers and performing the duties of religious, educational, or charitable corporations as prescribed by the laws of this State, then such association shall be conclusively presumed to have been duly and regularly organized and existing as a corporation under the laws of this State on January 1, 1894, and all of its acts as a corporation from and after said date, if otherwise valid, are hereby declared to be valid corporate acts. (1955, c. 1230; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 17 - Transition and Curative Provisions. › § 55A-17-03 - Saving provisions.

§ 55A-17-03. Saving provisions.
(a) The existence of corporations formed before the effective date of this Chapter, shall not be impaired by the enactment of this Chapter nor by any change made by this Chapter in the requirements for the formation of corporations nor by any amendment or repeal by this Chapter of the laws under which they were formed or created, and, except as otherwise expressly provided in this Chapter, the repeal of a prior act by this Chapter shall not affect any liability or penalty incurred, under the provisions of such act, prior to the repeal thereof.
(b) Any proceeding or corporate action commenced prior to the effective date of this Chapter, may be completed in accordance with the law then in effect. (1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 17 - Transition and Curative Provisions. › § 55A-17-04 - Severability.

§ 55A-17-04. Severability.
If any provision of this Chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of the Chapter that can be given effect without the invalid provision or application, and to this end the provisions of the Chapter are severable. (1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 17 - Transition and Curative Provisions. › § 55A-17-05 - Validation of amendments to corporate charters extending corporate existence; limitation of actions; intent.

§ 55A-17-05. Validation of amendments to corporate charters extending corporate existence; limitation of actions; intent.
(a) In every case where a corporation chartered under either the general or private laws of the State of North Carolina has continued or shall continue to act and conduct affairs as a corporation after the expiration of its period of existence as theretofore fixed in its charter and has thereafter filed in the office of the Secretary of State an amendment to its charter to extend or renew its corporate existence, such amendment is hereby validated and made effective for all intents and purposes to the same extent and with the same effect as if the amendment has been made within the period of such corporation's existence as theretofore fixed in its charter.
(b) No action or proceeding shall be brought or defense or counterclaim pleaded later than July 1, 1958, in which either the continued existence of the corporation or the validity of any of the contracts, acts, deeds, rights, privileges, powers, franchises, and titles of the corporation is attacked or otherwise questioned on the grounds that the amendment was not filed within the period of the corporation's existence as theretofore fixed in its charter.
(c) In no event shall the limitation provided in subsection (b) of this section bar any action, proceeding, defense, or counterclaim based upon grounds other than those mentioned in subsection (b) of this section, unless the grounds set out in subsection (b) of this section are an essential part thereof. (1957, c. 509; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55B - Professional Corporation Act › § 55B-3 - North Carolina Business Corporation Act applicable; other applicable law.

§ 55B-3. North Carolina Business Corporation Act applicable; other applicable law.
(a) Chapter 55 of the General Statutes, the North Carolina Business Corporation Act, applies to professional corporations, including their organization, and professional corporations shall enjoy the powers and privileges and shall be subject to the duties, restrictions and liabilities of other corporations, except insofar as the same may be limited or enlarged by this Chapter. If any provision of this Chapter conflicts with the provisions of Chapter 55 of the General Statutes, the North Carolina Business Corporation Act, the provisions of this Chapter shall prevail.
(b) A document required or permitted by this Chapter to be filed by the Secretary of State shall be filed under Chapter 55D of the General Statutes, Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, Limited Liability Companies, Limited Partnerships, and Limited Partnerships. (1969, c. 718, s. 3; 1989 (Reg. Sess., 1990), c. 1024, s. 3; 2001-358, s. 11; 2001-387, ss. 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 55B - Professional Corporation Act › § 55B-4 - Formation of corporation.

§ 55B-4. Formation of corporation.
A professional corporation under this Chapter may be formed pursuant to the provisions of Chapter 55, the North Carolina Business Corporation Act, with the following limitations:
(1) At least one incorporator shall be a "licensee" as hereinabove defined in G.S. 55B-2(2).
(2) All of the shares of stock of the corporation shall be owned and held by a licensee, or licensees, as hereinabove defined in G.S. 55B-2(2), except as otherwise permitted in G.S. 55B-6.
(3) At least one director and one officer shall be a "licensee" as hereinabove defined in G.S. 55B-2(2).
(4) The articles of incorporation, in addition to the requirements of Chapter 55, shall designate the personal services to be rendered by the professional corporation and shall be accompanied by a certification by the appropriate licensing board that the ownership of the shares of stock is in compliance with the requirements of G.S. 55B-4(2) and G.S. 55B-6. (1969, c. 718, s. 4; 1977, c. 855, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 3; 1991, c. 205, s. 2; 1995, c. 351, s. 15.)
2023 North Carolina General Statutes › Chapter 55B - Professional Corporation Act › § 55B-5 - Corporate name.

§ 55B-5. Corporate name.
The corporate name used by professional corporations under this Chapter, except as limited by the licensing acts of the respective professions, shall be governed by the provisions of Chapter 55D, provided that professional corporations may use the words "Professional Association, P.A.," "Professional Corporation," or "P.C." in lieu of the corporate designations specified in Chapter 55D, and provided further that licensing boards by regulations may make further corporate name requirements or limitations for the respective professions, but such regulations may not prohibit the continued use of any corporate name duly adopted in conformity with the General Statutes and with the pertinent licensing board regulations in effect at the date of such adoption. (1969, c. 718, s. 5; 1983, c. 22; 1989 (Reg. Sess., 1990), c. 1024, s. 3; 2001-358, s. 25; 2001-387, ss. 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 55B - Professional Corporation Act › § 55B-7 - Death or disqualification of a stockholder or employee.

§ 55B-7. Death or disqualification of a stockholder or employee.
(a) If any officer, shareholder, agent or employee of a corporation organized under this Chapter who is a licensee becomes legally disqualified to render professional services within this State, he shall sever all employment with, and financial interest in, such corporation forthwith. A corporation's failure to comply with this provision shall constitute grounds for the forfeiture of its certificate of incorporation and its dissolution. When a corporation's failure to comply with this provision is brought to the attention of the Secretary of State, the Secretary of State shall forthwith certify that fact to the Attorney General for appropriate action to dissolve the corporation.
(b) A professional corporation shall report to the appropriate licensing board the death of any of its shareholders within 30 days thereafter. Within one year of the date of such death, all of the shares owned by such deceased shareholder shall be transferred to and acquired by the professional corporation or persons qualified to own such shares. In the absence of an agreement which determines the equitable value of the shares, then the price for such shares shall be the fair market value of the stock, but not less than the book value as of the end of the month immediately preceding the death or disqualification. Notwithstanding any other provisions of this Chapter, the shares of stock owned by such deceased shareholder may be owned and held by the person or persons who may be legally entitled to receive such shares for a period of one year after the death of such deceased shareholder, or in the case of the death of the owner of all the shares of such corporation, for such period of time as may be necessary to liquidate the corporation. (1969, c. 718, s. 7.)
2023 North Carolina General Statutes › Chapter 55B - Professional Corporation Act › § 55B-8 - Rendition of professional services.

§ 55B-8. Rendition of professional services.
A professional service corporation may render professional services only through its officers, employees and agents who are duly licensed to render such professional services; provided, however, this provision shall not be interpreted to include in the term "employee," as used herein, clerks, secretaries, bookkeepers, technicians and other assistants who are not considered by law to be rendering professional services to the public. (1969, c. 718, s. 8.)
2023 North Carolina General Statutes › Chapter 55B - Professional Corporation Act › § 55B-9 - Professional relationship and liability.

§ 55B-9. Professional relationship and liability.
(a) Relationship. – Nothing in this Chapter shall be interpreted to abolish, modify, restrict, limit or alter the law in this State applicable to the professional relationship and liabilities between the licensee furnishing the professional services and the person receiving such professional service, or the standards of professional conduct applicable to the rendering therein of such services.
(b) Liability. – A shareholder, a director, or an officer of a professional corporation is not individually liable, directly or indirectly, including by indemnification, contribution, assessment, or otherwise, for the debts, obligations, and liabilities of, or chargeable to, the professional corporation that arise from errors, omissions, negligence, malpractice, incompetence, or malfeasance committed by another shareholder, director, or officer or by a representative of the professional corporation; provided, however, nothing in this Chapter shall affect the liability of a shareholder, director, or officer of a professional corporation for his or her own errors, omissions, negligence, malpractice, incompetence, or malfeasance committed in the rendering of professional services. (1969, c. 718, s. 9; 1993, c. 354, s. 2; 1999-362, s. 2; 2000-140, s. 101(f).)
2023 North Carolina General Statutes › Chapter 55B - Professional Corporation Act › § 55B-10 - Registration with licensing board.

§ 55B-10. Registration with licensing board.
No professional corporation shall open, operate, or maintain an establishment for any of the purposes set forth in this Chapter without first having obtained a certificate of registration from the licensing board or boards. Applications for such registration shall be made to the licensing board or boards in writing and shall contain the name and address of the corporation and such other information as may be required by the licensing board or boards. If the board finds that no disciplinary action is pending before the board against any of the licensed incorporators, officers, directors, shareholders or employees of such corporation, and if it appears that such corporation will be conducted in compliance with the law and the regulations of the board, the board shall issue, upon the payment of a registration fee, not to exceed fifty dollars ($50.00), a certificate of registration which shall remain effective until January 1 following the date of such registration or until such other expiration or renewal date as may be established by law or by the regulations of the licensing board. (1969, c. 718, s. 10.)
2023 North Carolina General Statutes › Chapter 55B - Professional Corporation Act › § 55B-11 - Renewal of certificate of registration.

§ 55B-11. Renewal of certificate of registration.
Upon written application of the holder, accompanied by a fee not to exceed the sum of twenty-five dollars ($25.00), the licensing board shall renew the certificate of registration of a professional corporation as required by law or the regulations of the licensing board if the board finds that the corporation has complied with its regulations and the provisions of this section. If the corporation does not apply for renewal of its certificate of registration within 30 days after the date of the expiration of such certificate, the certificate of registration shall be automatically suspended and may be reinstated within the calendar year upon the payment of the required renewal fee plus a penalty of ten dollars ($10.00), if such corporation is then otherwise qualified and entitled to a renewal of its certificate of registration. (1969, c. 718, s. 11.)
2023 North Carolina General Statutes › Chapter 55B - Professional Corporation Act › § 55B-12 - Application of regulations of licensing boards.

§ 55B-12. Application of regulations of licensing boards.
(a) A professional corporation shall be subject to the applicable rules and regulations adopted by, and all the disciplinary powers of, the licensing board as herein defined. Nothing in this Chapter shall impair the disciplinary powers of any licensing board applicable to a licensee as herein defined. No professional corporation may do any act which its shareholders as licensees are prohibited from doing.
(b) Subject to the requirements of Article 2A of Chapter 150B of the General Statutes, any licensing board subject to this Chapter may adopt rules to implement the provisions of this Chapter, including any rules needed to establish fees within the limits set by this Chapter. (1969, c. 718, s. 12; 2014-120, s. 3.)
2023 North Carolina General Statutes › Chapter 55B - Professional Corporation Act › § 55B-13 - Suspension or revocation of certificate of registration.

§ 55B-13. Suspension or revocation of certificate of registration.
A licensing board may suspend or revoke a certificate of registration issued by it to a domestic or foreign professional corporation for any of the following reasons:
(1) Upon the failure of such corporation to promptly remove or discharge an officer, director, shareholder or employee who becomes disqualified by reason of the revocation or suspension of his license to practice; or
(2) Upon a finding by the licensing board that the professional corporation has failed to comply with the provisions of this Chapter or the regulations of the licensing board.
Upon the suspension or revocation of a certificate of registration issued to a professional corporation, such corporation shall cease forthwith to render professional services, and the Secretary of State shall be notified to the end that the corporation may be removed from active status and remain as such until reinstatement. (1969, c. 718, s. 13; 1995, c. 351, s. 17.)
2023 North Carolina General Statutes › Chapter 55B - Professional Corporation Act › § 55B-15 - Applicability of Chapter.

§ 55B-15. Applicability of Chapter.
(a) This Chapter shall not apply to the following:
(1) A corporation which prior to June 5, 1969, was permitted by law to render professional services or the corporate successor of that corporation by merger or otherwise by operation of law, provided there is no substantial change in the direct or indirect beneficial ownership of the shares of that corporation as the result of the merger or other transaction. For purposes of this subdivision, a change of twenty percent (20%) or less shall not be considered substantial.
(2) A corporation authorized in this State to render primary services governed by Articles 1, 2, 4, or 5 of Chapter 87 of the General Statutes, if the corporation renders services as defined in Chapter 89C of the General Statutes, that are reasonably necessary and connected with the primary services performed by individuals regularly employed in the ordinary course of business by the corporation. The professional services may not be offered, performed, or rendered independently from the primary services rendered by the corporation. This subdivision does not restrict, limit, or modify the requirement that professional services must be provided by individuals regularly employed in the ordinary course of business by the corporation and duly licensed to render these professional services in this State. Nothing in this subdivision shall be interpreted to abolish, modify, restrict, limit, or alter the law in this State applicable to the professional relationship and liabilities between licensees furnishing the professional service and the person receiving the professional service, or the standards of professional conduct applicable to the rendering of the professional service.
(b) A corporation or its successor exempt under subsection (a) of this section may be brought within the provisions of this Chapter by the filing of an amendment to its articles of incorporation declaring that its shareholders have elected to bring the corporation within the provisions of this Chapter and to make the same conform to all of the provisions of this Chapter. (1969, c. 718, s. 15; 1991, c. 645, s. 20; 1997-244, s. 1.)
2023 North Carolina General Statutes › Chapter 55C - Foreign Trade Zones › § 55C-1 - Public corporations authorized to apply for privilege of establishing a foreign trade zone.

§ 55C-1. Public corporations authorized to apply for privilege of establishing a foreign trade zone.
Any public corporation of the State of North Carolina, as that term is hereinafter defined is hereby authorized to make application for the privilege of establishing, operating and maintaining a foreign trade zone in accordance with an act of Congress approved June 18, 1934, entitled, "An Act to Provide for the Establishment, Operation and Maintenance of Foreign Trade Zones in Ports of Entry of the United States," to expedite and encourage foreign commerce, and for other purposes. (1975, 2nd Sess., c. 983, s. 132.)
2023 North Carolina General Statutes › Chapter 55C - Foreign Trade Zones › § 55C-2 - "Public corporation" defined.

§ 55C-2. "Public corporation" defined.
The term "public corporation" for the purposes of this Chapter, means the State of North Carolina or any political subdivision thereof, or any public agency of this State or any political subdivision thereof, or any public board, bureau, commission or authority created by the General Assembly, or a corporate municipal instrumentality of one or more states. (1975, 2nd Sess., c. 983, s. 132; 2013-342, s. 2.)
2023 North Carolina General Statutes › Chapter 55C - Foreign Trade Zones › § 55C-3 - Private corporations authorized to apply for privilege of establishing a foreign trade zone.

§ 55C-3. Private corporations authorized to apply for privilege of establishing a foreign trade zone.
Any private corporation hereafter organized under the laws of this State for the specific purpose of establishing, operating and maintaining a foreign trade zone in accordance with the act of Congress referred to in G.S. 55C-1 is likewise authorized to make application for the privilege of establishing, operating and maintaining a foreign trade zone in accordance with the said act of Congress. (1975, 2nd Sess., c. 983, s. 132.)
2023 North Carolina General Statutes › Chapter 55C - Foreign Trade Zones › § 55C-4 - Public or private corporation establishing foreign trade zone to be governed by federal law.

§ 55C-4. Public or private corporation establishing foreign trade zone to be governed by federal law.
Any public or private corporation authorized by this Chapter to make application for the privilege of establishing, operating, and maintaining said foreign trade zone, whose application is granted pursuant to the terms of the aforementioned act of Congress is hereby authorized to establish such foreign trade zone and to operate and maintain the same subject to the conditions and restrictions of the said act of Congress and any amendments thereto, and under such rules and regulations and for the period of time that may be prescribed by the board established by said act of Congress to carry out the provisions of such act. (1975, 2nd Sess., c. 983, s. 132; 1977, c. 782, s. 1.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 1 - General Provisions. › § 55D-1 - Applicable definitions.

§ 55D-1. Applicable definitions.
The following definitions apply in this Chapter:
(1) "Corporation" or "domestic corporation" is defined in G.S. 55-1-40(4).
(2) "Deliver" is defined in G.S. 55-1-40(5).
(3) "Entity" is defined in G.S. 55-1-40(9).
(4) "Foreign corporation" is defined in G.S. 55-1-40(10).
(5) "Foreign limited liability company" has the same meaning as the term "foreign LLC" in G.S. 57D-1-03.
(5a) "Foreign limited liability limited partnership" is defined in G.S. 59-102(4c).
(6) "Foreign limited liability partnership" is defined in G.S. 59-32(4g).
(7) "Foreign limited partnership" is defined in G.S. 59-102(5).
(8) "Foreign nonprofit corporation" means a foreign corporation as defined in G.S. 55A-1-40(11).
(9) "Individual" is defined in G.S. 55-1-40(13).
(10) "Limited liability company" or "domestic limited liability company" has the same meaning as the term "LLC" in G.S. 57D-1-03.
(11) "Limited liability limited partnership" is defined in G.S. 59-102(6a).
(12) "Limited liability partnership" or "registered limited liability partnership" means a registered limited liability partnership as defined in G.S. 59-32(7).
(13) "Limited partnership" or "domestic limited partnership" is defined in G.S. 59-102(8).
(14) "Nonprofit corporation" or "domestic nonprofit corporation" means a corporation as defined in G.S. 55A-1-40(5).
(15) "Person" is defined in G.S. 55-1-40(16). (2001-358, s. 1; 2001-387, ss. 161, 173, 175(a); 2001-413, s. 6; 2013-157, s. 6.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 1 - General Provisions. › § 55D-5 - Rule-making authority.

§ 55D-5. Rule-making authority.
The Secretary of State may adopt rules to implement the Secretary of State's responsibilities under this Chapter. (2001-358, s. 1; 2001-387, s. 173; 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 2 - Submission of Documents to the Secretary of State for Filing. › § 55D-10 - Filing requirements.

§ 55D-10. Filing requirements.
(a) To be entitled to filing by the Secretary of State under Chapter 55, 55A, 55B, 57D, or 59 of the General Statutes, a document must satisfy the requirements of this section, and of any other section of the General Statutes that adds to or varies these requirements.
(b) The document must meet all of the following requirements:
(1) The document must be one that is required or permitted by Chapter 55, 55A, 55B, 57D, or 59 of the General Statutes to be filed in the office of the Secretary of State.
(2) The document must contain the information required by Chapter 55, 55A, 55B, 57D, or 59 of the General Statutes for that document. It may contain other information as well.
(3) The document must be typewritten, printed, or in an electronic form acceptable to the Secretary of State.
(4) The document must be in the English language. A name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence or a document of similar import required of foreign corporations, foreign nonprofit corporations, foreign limited liability companies, and foreign limited liability partnerships need not be in English if accompanied by a reasonably authenticated English translation.
(5) A document submitted by an entity must be executed by a person authorized to execute documents (i) under G.S. 55-1-20 if the entity is a domestic or foreign corporation, (ii) under G.S. 55A-1-20 if the entity is a domestic or foreign nonprofit corporation, (iii) under G.S. 57D-1-20 if the entity is a domestic or foreign limited liability company, (iv) under G.S. 59-204 if the entity is a domestic or foreign limited partnership, or (v) under G.S. 59-35.1 if the entity is any other partnership as defined in G.S. 59-36 whether or not formed under the laws of the State.
(6) The person executing the document must sign it and state beneath or opposite the person's signature, the person's name, and the capacity in which the person signs. Any signature on the document may be a facsimile or an electronic signature in a form acceptable to the Secretary of State. The document may but need not contain a seal, attestation, acknowledgment, verification, or proof.
(7) If the Secretary of State has prescribed a mandatory form for the document, the document must be in or on the prescribed form.
(8) The document must be delivered to the office of the Secretary of State for filing and must be accompanied by the applicable fees. (1955, c. 1371, s. 1; 1967, c. 13, s. 1; c. 823, s. 16; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.1(a); 1991, c. 645, s. 15; 1999-369, s. 1.1; 2001-358, ss. 3(a), 4; 2001-387, ss. 173, 175(a); 2001-413, s. 6; 2013-157, s. 7.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 2 - Submission of Documents to the Secretary of State for Filing. › § 55D-11 - Expedited filings.

§ 55D-11. Expedited filings.
A person submitting a document for filing may request an expedited filing only at the time the document is submitted. The Secretary of State shall guarantee the expedited filing of the document if the document is in proper form and accompanied by all applicable fees, including the following fee:
(1) Two hundred dollars ($200.00) for the filing by the end of the same business day of a document received by 12:00 noon; or
(2) One hundred dollars ($100.00) for the filing of a document within 24 hours after receipt, excluding weekends and holidays.
The Secretary of State shall not collect the fees allowed in this section unless the person submitting the document for filing is informed by the Secretary of State of the fees prior to the filing of the document. (1995, c. 539, s. 1; 2001-358, ss. 3(b), 4; 2001-387, ss. 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 2 - Submission of Documents to the Secretary of State for Filing. › § 55D-12 - Advisory review of documents.

§ 55D-12. Advisory review of documents.
Upon request, the Secretary of State shall review a document prior to its submission for filing to determine whether it satisfies applicable filing requirements. Submission of a document for review shall be accompanied by a fee of two hundred dollars ($200.00) and shall be in accordance with procedures adopted by rule by the Secretary of State. The advisory review shall be completed within 24 hours after submission, excluding weekends and holidays, unless the person submitting the document is otherwise notified in accordance with procedures adopted by rule by the Secretary of State fixing priority between submissions under this section and filings under G.S. 55D-11. Upon completion of the advisory review, the Secretary of State shall notify the person submitting the document of any deficiencies in the document that would prevent its filing. (1997-485, s. 6; 2001-358, ss. 3(b), 4; 2001-387, ss. 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 2 - Submission of Documents to the Secretary of State for Filing. › § 55D-13 - Effective time and date of document.

§ 55D-13. Effective time and date of document.
(a) Except as provided in subsection (b) of this section and in G.S. 55D-14, a document accepted for filing is effective:
(1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the filed document; or
(2) At the time specified in the document as its effective time on the date it is filed.
(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at 11:59:59 P.M. on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed.
(c) Except as provided in G.S. 55-2-03(b), 55A-2-03(b), and 57D-2-20(b), the fact that a document has become effective under this section does not determine its validity or invalidity or the correctness or incorrectness of the information contained in the document. (1955, c. 1371, s. 1; 1967, c. 13, s. 1; c. 823, s. 16; 1989, c. 265, s. 1; 1993, c. 552, s. 1; 2001-358, ss. 3(b), 4; 2001-387, ss. 173, 175(a); 2001-413, s. 6; 2013-157, s. 8.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 2 - Submission of Documents to the Secretary of State for Filing. › § 55D-14 - Correcting filed document.

§ 55D-14. Correcting filed document.
(a) A person on whose behalf a document was filed in the Office of the Secretary of State may correct that document if it (i) contains a statement that is incorrect and was incorrect when filed or (ii) was defectively executed, attested, sealed, verified, or acknowledged.
(b) A document is corrected by delivering to the Secretary of State for filing articles of correction that do all of the following:
(1) Describe the document (including its filing date) or have attached to them a copy of the document.
(2) Specify the incorrect statement and the reason it is incorrect or the nature of the defect.
(3) Correct the incorrect statement or defect.
(c) Articles of correction are effective as of the effective time and date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. (1989, c. 265, s. 1; 1997-485, s. 14; 2001-358, ss. 3(b), 4; 2001-387, ss. 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 2 - Submission of Documents to the Secretary of State for Filing. › § 55D-15 - Filing duty of Secretary of State.

§ 55D-15. Filing duty of Secretary of State.
(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of this Chapter and of Chapter 55, 55A, 55B, 57D, or 59 of the General Statutes, the Secretary of State shall file it. Documents filed with the Secretary of State under this Chapter may be maintained by the Secretary either in their original form or in photographic, microfilm, optical disk media, or other reproduced form. The Secretary may make reproductions of documents filed under this Chapter, or under any predecessor law, by photographic, microfilm, optical disk media, or other means of reproduction, and may destroy the originals of those documents reproduced.
(b) The Secretary of State files a document by endorsing "Filed", together with the Secretary's name and official title and the date and time of filing, on the document. After filing a document, the Secretary of State shall deliver a document copy to the person submitting the document for filing and as provided in G.S. 55D-32.
(c) If the Secretary of State refuses to file a document, the Secretary shall return it to the person submitting the document for filing within five days after the document was received, together with a written statement of the date of the refusal and a brief explanation of the reason for refusal. The Secretary of State may correct apparent errors and omissions on a document submitted for filing if authorized to make the corrections by the person submitting the document for filing.
(d) The Secretary of State's duty is to review and file documents that satisfy the requirements of this Chapter and of Chapter 55, 55A, 55B, 57D, or 59 of the General Statutes. The Secretary of State's filing or refusing to file a document does not do any of the following:
(1) Except as provided in G.S. 55-2-03(b), 55A-2-03(b), or 57D-2-20(b), affect the validity or invalidity of the document in whole or part.
(2) Relate to the correctness or incorrectness of information contained in the document.
(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. (1955, c. 1371, s. 1; 1967, c. 13, s. 1; c. 823, s. 16; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.2; 1993, c. 552, s. 2; 1995, c. 539, s. 2; 2001-358, ss. 3(b), 4, 46; 2001-387, ss. 173, 175(a); 2001-413, s. 6; 2013-157, s. 9.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 2 - Submission of Documents to the Secretary of State for Filing. › § 55D-16 - Appeal from Secretary of State's refusal to file document.

§ 55D-16. Appeal from Secretary of State's refusal to file document.
(a) If the Secretary of State refuses to file a document delivered to the Secretary of State's office for filing, the person on whose behalf the document was submitted for filing may, within 30 days after the date of the refusal, appeal the refusal to the Superior Court of Wake County. The appeal is commenced by filing a petition with the court and with the Secretary of State requesting the court to compel the Secretary of State to file the document. The petition must have attached to it the document to be filed and the Secretary of State's explanation for the refusal to file. No service of process on the Secretary of State is required except for the filing of the petition as set forth in this subsection. The appeal to the superior court is not governed by Chapter 150B of the General Statutes, the Administrative Procedure Act, and shall be determined by a judge of the superior court upon such further notice and opportunity to be heard, if any, as the court may deem appropriate under the circumstances.
(b) Upon consideration of the petition and any response made by the Secretary of State, the court may, prior to entering final judgment, order the Secretary of State to file the document or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings. (1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.3; 2001-358, ss. 3(b), 4; 2001-387, ss. 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 2 - Submission of Documents to the Secretary of State for Filing. › § 55D-17 - Evidentiary effect of copy of filed document.

§ 55D-17. Evidentiary effect of copy of filed document.
A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State's signature and the seal of office (both of which may be in facsimile or in any electronic form approved by the Secretary of State) and certifying that the copy is a true copy of the document, is conclusive evidence that the original document is on file with the Secretary of State. A photographic, microfilm, optical disk media, or other reproduced copy of a document filed under this Chapter, Chapter 55, 55A, 55B, 57D, or 59 of the General Statutes, or any predecessor law, when certified by the Secretary, shall be considered an original for all purposes and is admissible in evidence in like manner as an original. (1955, c. 1371, s. 1; 1989, c. 265, s. 1; 1995, c. 539, s. 3; 2001-358, ss. 3(b), 4; 2001-387, ss. 173, 175(a); 2001-413, s. 6; 2013-157, s. 10.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 2 - Submission of Documents to the Secretary of State for Filing. › § 55D-18 - Penalty for signing false document.

§ 55D-18. Penalty for signing false document.
(a) A person commits an offense if the person signs a document the person knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing.
(b) An offense under this section is a Class 1 misdemeanor. (1989, c. 265, s. 1; 1993, c. 539, s. 439; 1994, Ex. Sess., c. 24, s. 14(c); 2001-358, ss. 3(b), 4; 2001-387, ss. 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 55D - Filings, Names, and Registered Agents for Corporations, Nonprofit Corporations, and Partnerships › Article 3 - Names. › § 55D-22 - Names of foreign entities.

§ 55D-22. Names of foreign entities.
(a) If the name of a foreign corporation, foreign nonprofit corporation, foreign limited liability company, foreign limited partnership, or foreign limited liability partnership does not satisfy the requirements of G.S. 55D-20 and G.S. 55D-21, then to obtain or maintain a certificate of authority to transact business or conduct affairs in this State or a statement of foreign registration in this State, the entity may:
(1) If a foreign corporation or foreign nonprofit corporation, add the word "corporation", "incorporated", "company", or "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd." to its corporate name for use in this State;
(2) If a foreign limited liability company, add the words "limited liability company", or the abbreviation "L.L.C.", or "LLC", or the combination "ltd. liability co.", "limited liability co.", or "ltd. liability company" to its name for use in this State if the addition will cause the name to satisfy the requirements of G.S. 55D-20 and G.S. 55D-21;
(3) If a foreign limited partnership that is not a foreign limited liability limited partnership, add the words "limited partnership" or the abbreviation "L.P." or "LP", or the combination "ltd. partnership";
(4) If a foreign limited partnership that is a foreign limited liability limited partnership, add the words "registered limited liability limited partnership" or "limited liability limited partnership" or the abbreviation "L.L.L.P.", "R.L.L.L.P.", "LLLP", or "RLLLP";
(5) If a foreign limited liability partnership, add the words "registered limited liability partnership", or "limited liability partnership" or the abbreviation "L.L.P.", "R.L.L.P.", "LLP", or "RLLP"; or
(6) Use a fictitious name, which includes one or more of the words, abbreviations, or combinations in subdivisions (1) through (5) of this subsection if applicable, to transact business or conduct affairs in this State if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution adopting the fictitious name.
(b) If a foreign corporation, foreign nonprofit corporation, foreign limited liability company, or foreign limited partnership authorized to transact business or conduct affairs in this State, or a foreign limited liability partnership maintaining a statement of foreign registration, changes its name to one that does not satisfy the requirements of this Article, it may not transact business or conduct affairs in this State under the changed name until it adopts a name satisfying the requirements of this Article and obtains an amended certificate of authority or statement of foreign registration under G.S. 55-15-04, 55A-15-04, 57D-7-04, 59-91, or 59-905, as applicable. (2001-358, s. 15; 2001-387, ss. 164, 173, 175(a); 2001-413, s. 6; 2013-157, s. 13.)