North Carolina Application for Certificate of Authority Foreign Nonprofit Corporation | Form N-09

The North Carolina Application for Certificate of Authority Foreign Nonprofit Corporation | Form N-09 will need to be accepted and approved by the North Carolina Secretary of State Corporations Division whenever a foreign entity intends to operate as such an entity in this state. Virtually any qualifying foreign nonprofit corporation may apply for this certificate but filing entities must keep in mind that some types of foreign nonprofit corporations may have additional requirements to fulfill and all will have to make sure they are in accordance with a localities laws. Other governing bodies will need to be satisfied as well. Thus, while these articles will satisfy one requirement of the North Carolina Secretary of State, other requirements will have to be fulfilled beforehand, in conjunction with, and after formation. Filing entities should make sure they are well versed in applying for this certificate before doing so.

The Filing Fee for the North Carolina Application for Certificate of Authority Foreign Nonprofit Corporation | Form N-09 is $125.00. This may be paid for with a check or a money order addressed to “Secretary of State.” If additional services or filings are required simultaneously, they too must be paid for in addition to this fee. You may choose to expedite the application process to Same Day Service for a $200.00 fee provided the package is received before 12 Noon that day or you may choose to expedite the application process to 24 Hours for an additional payment of $100.00. This should be done in writing and may be requested on the Corporations Division Cover Sheet. This cover sheet is required and will require your basic contact information and preferred method of delivery.

How To File

Step 1 - Select the “Download Application” link above to save the North Carolina Application for Certificate of Authority Foreign Nonprofit Corporation form. Then select the “Download Corporations Division Cover Sheet” link to save the North Carolina Corporations Division Cover Sheet. Both these files are PDF’s and may be filled out with a valid PDF program or printed then filled out.

Step 2 - On the blank line in Item 1, enter the Full Name of the foreign nonprofit corporation. This should be written exactly as it is written on the Certificate of Existence attached to the North Carolina Application for Certificate of Authority. Report punctuation, abbreviations, and words of incorporation precisely as they appear on this certificate. The second blank line, following the words “…to use is…” is optional. If the filing entity may not use its True Name as it appears on the certificate because it is taken or noncompliant with ยง55A-15-03 of the General Statutes of North Carolina, then it must operate under an assumed or Fictitious Name. In such a case, the Fictitious Name must be reported on this line.

Step 3 - In the Second Item, indicate the name of the jurisdiction where this foreign entity incorporated on the blank line provided.

Step 4 - Item 3 will require the Date of Incorporation entered on the first blank space. If there is a specific Date or Time of Termination for the foreign corporation’s activities, this must be reported on the second blank space in Item 3. If no Date of Termination is defined then write in the word “Perpetual.”

Step 5 - In the Fourth Item, you will need to define the Building Number, Street Name, and any applicable Unit Number of the Principal’s Office Physical Location on the first line. Continue this address on the second line with the Principal Office Physical Location’s City, Zip Code, and County.

Step 6 - The Fifth Item is optional. If the foreign nonprofit corporation’s Principal Office has a separate Mailing Address then report this Mailing Address on the appropriate lines of this item. If the foreign nonprofit corporation does not have a separate Mailing Address, you may leave this article blank.

Step 7 - The Physical Location of the Registered Office, where the North Carolina Registered Agent obtained by the foreign nonprofit corporation may be found, must be reported in Item 6. Enter the Street Address of this location on the first line, then enter the City, State, Zip Code, and County on the second line of this item.

Step 8 - The Seventh Item is optional. If the Registered Agent has a Mailing Address separate from the Physical Location of his/her/its Office, then report the Street Address on the first blank line and the City, State, Zip Code, and County on the second line. You may leave this article blank if the Registered Agent does not have a separate Mailing Address.

Step 9 - Enter the Full Name of the Registered Agent that has consented to accepting the deliverance of court documents on behalf of the foreign nonprofit corporation should the filing entity need to appear or correspond with a court of law on the blank space in Item 8.

Step 10 - Document the Full Name, Title, and Full Business Address of each Officer currently serving the foreign nonprofit corporation in the Ninth Item. This must be a full accounting of these individuals and the list may be continued on a separate document if there is not enough room.

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Step 11 - If the foreign nonprofit corporation does not have members, then place a check mark in the first box of Item 10. If the foreign corporation does not have members then mark the second box in Item 10.

Step 12 – Item 11 will call for a Certificate of Existence to be submitted with this application. This must be issued by the governing body or approved custodian of records from the foreign nonprofit corporation’s home state and must be dated within six months of this application’s date. Item 12 provides that if the foreign nonprofit corporation must operate under a Fictitious Name, then it must attach a statement of resolution of the intent to do so from its Board of Directors. It is mandatory the Secretary of the foreign nonprofit corporation certify this letter. Make sure that all required attachments are present and accounted for.

Step 13 - Item 13 is optional. The foreign nonprofit corporation has the option of selecting a Delayed Effective Date within 90 days of the filing date. Report this date in Item 13. If you do not wish to delay the effect of this application’s approval then leave this item blank.

Step 14 - Provide the Date of Signature on the blank spaces following the words “This the.”

Step 15 - On the space labeled “Name of Corporation,” enter the Name of the foreign nonprofit corporation. An authorized Officer must Sign the blank space below this. Then on the line labeled “Type or Print Name and Title,” the authorized Officer who has signed this document must Print his/her Name and report his/her Title with the foreign nonprofit corporation.

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Step 16 - Fill out the Corporations Division Cover Sheet. You must report your contact information, level of service you would like (all expediting charges are separate from the Filing Fee), and how you would like your materials to be delivered among other things.

Step 17 - Organize your application package. This must consist of the completed Corporations Division Cover Sheet, North Carolina Application for Certificate of Foreign Authority Foreign Nonprofit Corporation, valid Certificate of Existence from the filing entity’s domicile state (dated within six months of the application date), all sheets of paper where any articles had to be continued, and any other required documents for this entity type’s application. Make sure to include a check or money order made out to “Secretary of State” that cover the Filing Fee of $125.00 plus any applicable fees for services ordered or simultaneous filings.

Mail To:

Secretary of State
Corporations Division
P.O. Box 29622
Raleigh, NC 27626-0622

Deliver To:

Secretary of State
2 South Salisbury Street
Raleigh, NC 27601-2903