How to Form a North Carolina Nonprofit Corporation

Are you looking to start a nonprofit corporation in North Carolina, but you’re not entirely familiar with how the formation process works?

Forming a nonprofit organization can have some tricky compliance requirements, and you don’t want to risk making any mistakes during this process. In this guide, we’ll discuss all the relevant details of forming a nonprofit corporation in North Carolina.

To get started, please reference our 11-step guide below or hire a professional online incorporation service to get started.

How to Form a North Carolina Nonprofit Corporation (in 11 Steps)

1) Name Your Nonprofit

The first step for forming a nonprofit organization in any state is to come up with a strong name for it. Remember that the name of your nonprofit is often your best opportunity to make a good first impression with people, and you should clearly describe your organization’s mission in your name.

Before you become too attached to one name idea, you should run a Business Search on the North Carolina Secretary of State website. This will tell you if someone else is already using your desired name, or if it’s available for your nonprofit to use.

2) Designate an Incorporator and an Initial Board of Directors

The incorporator is the person who is responsible for preparing, signing, and filing your nonprofit’s Articles of Incorporation. This document is the form that officially creates your organization with the state of North Carolina.

At this time, you should also choose your initial board of directors.

In North Carolina, you are required to have at least one person on your initial board.

3) Designate a Registered Agent

North Carolina nonprofit corporations must designate a person or business to receive legal notices on behalf of the company. This important point of contact is known as the registered agent. You will be required to list the registered agent’s name and address when filing the Articles of Incorporation.

Who Can Be My Registered Agent? A registered agent must have a physical address within the state of North Carolina where mail and legal notices can be served during regular business hours. You can hire a service to act as your registered agent, serve as your own registered agent, or even use an accountant or other business professional’s address – with their consent, of course.

The North Carolina Secretary of State says that,

The sole duty of the Registered Agent is for forward to the business entity at its last known address any notice, process, or demand that is served on the registered agent.”

Our Recommendation

We recommend hiring a professional registered agent service to act as your registered agent. Doing so will help eliminate junk mail and more importantly, keep your personal and/or corporate or personal address off the public record.

4) File the Articles of Incorporation

The official document required to form your nonprofit corporation with the state of North Carolina is the Articles of Incorporation.

This two-page document includes all of the vital information describing the organizational structure of your nonprofit, including the following information:

• Name of your nonprofit corporation
• Designation of your organization as a religious organization (if applicable)
• Name and address of the initial registered agent
• Name and address of each incorporator
• Whether or not the corporation will have members
• How your assets would be distributed in the event of dissolution
• Street address of your corporation’s principal office
• Listing of officers (optional)
• Email address of your corporation (optional)
• Effective date of your organization (if different from filing date)
• Signature of incorporator

Once you’ve finished filling out this form, you’ll need to write a check for $60 and mail it along with your Certificate of Incorporation to the following address:

North Carolina Secretary of State
Business Registration Division
P.O. Box 29622
Raleigh, NC 27626

The North Carolina Secretary of State typically processes nonprofit corporation formations within 1-2 weeks of receiving your articles. This processing time assumes that all of your information has been filed correctly.

5) Acquire an EIN

According to the IRS, every nonprofit corporation should obtain a federal tax ID number, otherwise known as an employer identification number (EIN).

The EIN enables your nonprofit to hire employees, open business bank accounts, and file for 501(c)(3) tax exempt status. The process to acquire an EIN is quite simple, and includes the preparation and filing of one simple form. Obtaining an EIN is also free.

6) Establish Bylaws and a Conflict of Interest Policy

Think of the bylaws as a governing document for how your nonprofit corporation will be operated. Bylaws outline procedures for things like holding meetings, outlining your membership structure, defining your corporate purpose, describing the responsibilities of your board of directors, and other important details.

A conflict of interest arises when a contributor to your nonprofit has personal interests that compete with those of your corporation.

The conflict of interest policy protects your nonprofit in these situations. It includes a duty to disclose clause that says anyone involved with your nonprofit must disclose any financial interests and material facts to your directors. It also outlines procedures for addressing conflicts of interest if they ever arise.

7) Hold an Initial Meeting and Establish Your Corporate Record

At this point, you’re ready to hold an initial organizational meeting with your board of directors. At this important meeting, you need to elect directors and officers, approve the bylaws and conflict of interest policy, and adopt resolutions.

As with any meeting of your nonprofit corporation, you should take detailed notes of everything that takes place. This documentation can then become part of your corporate record, which is a permanent written record of all important organizational decisions.

8) File for North Carolina Tax Exemption

In North Carolina, the process of becoming tax exempt is easier than it is in some states. Simply put, the Secretary of State does you one small favor: once they receive your nonprofit articles of organization, they notify the Department of Revenue, who in turn sends you a questionnaire to determine your status.

After this questionnaire process is completed, you’ll be classified as exempt from the state’s income taxes. You can also file for an exemption from the state’s sales and use taxes. To do so, you’ll need to apply for a certificate of exemption. For more information on this important step, the North Carolina Department of Revenue can help.

9) Register for Charitable Fundraising

In North Carolina, nonprofit corporations are required to obtain a license for charitable solicitations from the Charities Division in order to receive and solicit charitable contributions. To learn more, check out the state’s charities licensing page. Then you’ll be ready to raise funds for your cause.

10) Obtain Business Licenses and Permits

While North Carolina does not have a general business license that applies to all companies operating in the state, there are hundreds of industry-specific permits and licenses that you may need to acquire for your organization.

For one, North Carolina upholds the licensing requirements of any federally-regulated industries. Check here to determine if your business must be licensed by a federal agency.

You’ll also want to take a look at the state’s boards and commissions to determine if any of them will apply to your nonprofit corporation.

Your city or county may also require general business licenses. Here some of the largest cities in North Carolina which require local licenses:

• Charlotte
• Raleigh
• Greensboro

11) Acquire Insurance

Every business with employees located in the state of North Carolina is required by law to obtain two different kinds of insurance policies: workers’ compensation and unemployment insurance.

You can learn more about these insurance types and how they apply to North Carolina businesses by visiting the Division of Employment Security and/or the Industrial Commission websites. No matter what line of business your nonprofit is in, you need these policies.

In addition, you should also pursue general liability insurance and other more industry-specific types of insurance, but these are not legally required.

Where Can I Find Help for My North Carolina Nonprofit?

The process of forming and maintaining nonprofit corporations can be tricky, no matter which state you’re located. Fortunately, there are great resources in North Carolina to help you out in case you get stuck.

As for the state of North Carolina, if you require assistance, you can always turn to the North Carolina Center for Nonprofits. In their own words, the NCCP is “committed to helping nonprofits be change agents that contribute to an equitable society.” The NCCP does require membership, but joining grants you several advantages, information resources, professional development opportunities, and more, so joining will be worth your while.

In addition, if you would rather hire a service to incorporate your nonprofit for you, that’s an option as well. There are plenty of services that can handle much of the formation process, leaving you more time to focus on the actual operation of your nonprofit corporation.

These service providers (like Northwest Registered Agent) also offer valuable and convenient bonus features, like the inclusion of a full year of registered agent service with the purchase of a nonprofit formation package. They can save you a considerable amount of hassle, and all without costing an arm and a leg.

Conclusion

As you can see, there are quite a few crucial steps that you’ll need to take if you want to form a compliant nonprofit corporation in the state of North Carolina. However, it’s important to remember that if you need help at any time, it is available to you ― you don’t need to DIY the entire process.

We hope this guide helped you understand the details of the North Carolina nonprofit corporation process, and we wish you the best of luck with your new charitable organization!