The North Carolina Application for Certificate of Authority Foreign Profit Corporation| Form B-09

The North Carolina Application for Certificate of Authority Foreign Profit Corporation | Form B-09 will grant foreign profit corporations the right to conduct business in the State of North Carolina if approved by the North Carolina Department of the Secretary of State. This application is a requirement of the State of North Carolina and it must be submitted to the North Carolina Secretary of State Corporations Division with a Certificate of Existence that has been issued by the home state of the foreign corporation and dated within six months of the application date. The certificate must be the original and may not be a copy.

Filing corporations should also include a Corporations Division Cover Page which will give the opportunity to define how one would like their materials delivered to them. The cover sheet will also give the option to expedite the application process however this will carry an additional Fee of $200.00 for same day service (if received by 12:00 p.m.) or 24 hour service for an additional Fee of $100.00. The Filing Fee for the North Carolina Application for Certificate of Authority Foreign Profit Corporation | Form B-09 is $250.00. The Filing Fee is a mandatory fee which must be paid for using a check or money order issued to “Secretary of State.” All applicable fees must be paid at the time of filing.

You may mail the submittal package to Secretary of State, Corporations Division, P.O. Box 29622, Raleigh, NC 27626-0622 or you may drop it off at Secretary of State, 2 South Salisbury Street, Raleigh, NC 27601-2903.

How To File

Step 1 - Download the appropriate documents by selecting the links above and saving them to your computer. You may either fill these documents onscreen using a PDF program or you may print them then fill them out.

Step 2 - Open the file you saved the North Carolina Certificate of Authority as and locate the first item (labeled as “1.”). Here you must report the Full Name of the foreign corporation precisely as it is written on the Certificate of Existence being submitted with this application (including punctuation marks) on the first blank line. If the foreign corporation’s Name is not usable in the State of North Carolina, then the filing entity must use a Fictitious Name. This must be documented on the second blank line otherwise you may leave this part blank.

Step 3 - The Second Item, labeled as “2.,” requires the jurisdiction where the foreign corporation incorporated in the eyes of that location’s governing body be reported on the blank line provided. This may be a State or a State/Province and Country.

Step 4 - Report the Date when the foreign entity first attained corporate status in its home state on the first blank space in the Third Item. If the foreign corporation has determined a specific Date when it will dissolve, cease its activities, or surrender its corporate status then this Date must be reported on the second blank space of this item. If, however, no such Date has been documented and the foreign corporation intends to operate perpetually then enter the word “Perpetual” on the second blank space.

Step 5 - The Fourth Item will require you to define the foreign corporation’s Principal Office status and location. If the foreign corporation has a Principle Office check the first box, then enter the Full Address of the physical location where the Principal Office is located. In some cases, a Principal Office will have a separate Mailing Address. If this is the case, then enter the Full Mailing Address of the Principal Office on the blank line below the line beginning with “The mailing address” (otherwise you may leave this blank). If the filing entity does not have a physical Principal Office then leave section “A” blank and fill in section “B.”

Step 6 - The filing entity must have obtained the services of a Registered Agent before submitting this application. Furthermore, it must maintain these services during the entity period of time it has the authority to conduct business in North Carolina. This is the entity where court documents, such as service of process, aimed at the foreign corporation will be sent/delivered to. Report the Physical Address of the Registered Office where this entity is found in the Fifth Item on the first two lines.

Step 7 - The Sixth Item is conditional. If the Registered Agent receives his/her/its Mail at a separate location then where it is physically located, then report the separate mailing address on the blank line provided.

Step 8 - In Item Seven enter the Full Name of the Registered Agent that has accepted the responsibility of this title.

Step 9 - In the Eighth Item, report the Full Name, Title, and Business Address of the current Officers of the foreign corporation. Each active Officer must be reported and you may continue this roster on a separate clearly labeled document.

Step 10 - The Ninth Item calls for an original Certificate of Existence dated within six months of the application and issued by the foreign corporations state government to be attached.

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Step 11 - According to Item Ten, if the foreign corporation must operate under a Fictitious Name in the State of North Carolina then a statement of resolution written by the Board of Directors then certified by the foreign corporation’s Secretary of the intent to do so must be attached. This may be a copy of the statement.

Step 12 - The Eleventh Item is optional. If the foreign corporation is filing this document prematurely and desires more time before claiming the authority to do business in this state, it may choose a specific date, if approved, after the Date of a successful application process to become active. If this is the case, then you may determine such a Date by reporting it on the blank line here. Otherwise, you may leave this item blank. Note: The Delayed Effective Date may not be more than ninety days after the Date of Filing.

Step 13 - Below Article Eleven, report the Date this application is being signed on the line beginning with the words “This is the…” Below this, on the line labeled “Name of Corporation,” enter the Name of the foreign corporation as it appears on its Certificate of Existence then an authorized Officer must Sign his/her Name on the Signature Line. The last line of this application calls for the Signature Party to Print his/her Name and report the Title held in the foreign corporation.

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Step 14 - Next fill in the information on the Corporations Cover Sheet then organize all the required documents, including the Certificate of Existence, with the North Carolina Application for Certificate of Authority Foreign Corporation and a check or money order for all applicable fees payable to Secretary of State. This must include payment of the Filing Fee of $250.00. You may mail or deliver this application package.

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