Fill and Sign the Nc Corporation Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. STATE OF NORTH CAROLINA PROFESSIONAL CORPORATION Control Number: NC-00INC2 The contents of this package are as follows: 1. Statutory Reference 2. Introduction and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL CORPORATION For LICENSED PROFESSIONALS NORTH CAROLINA Electronic Version Statutory References North Carolina Gen’l Statutes, Chapter 55 (North Carolina Business Corporation Act) http://www.ncga.state.nc.us/gascripts/Statutes/StatutesTOC.pl?0055 North Carolina Gen’l Statutes, Chapter 55B (The Professional Corporation Act) http://www.ncga.state.nc.us/gascripts/Statutes/StatutesTOC.pl?0055B Introduction and Law Summary A North Carolina professional corporation organized to engage in the practice of a state-licensed profession is subject to the provisions of the North Carolina Business Corporation Act and the North Carolina Professional Corporation Act. When there is a conflict between these two acts, the provisions of the Professional Corporation Act prevail. Additionally, a North Carolina professional corporation is subject to the provisions of the North Carolina General Statutes applicable to the specific profession practiced. In addition, a professional corporation is subject to the applicable rules and regulations adopted by, and all the disciplinary powers of, the North Carolina Examining/Governing Board/Agency for the profession. The Professional Corporation Act utilizes the following definitions: 1. A "disqualified person" is a licensed person who for any reason becomes legally disqualified to render the same professional services which are or were being rendered by the professional corporation of which such person is an officer, director, shareholder or employee. 2. A "licensee" is any natural person who is duly licensed by the appropriate licensing board to render the same professional services which will be rendered by the professional corporation of which he is, or intends to become, an officer, director, shareholder or employee. 3. A "professional corporation" is a corporation which is engaged in rendering the professional services as specified and defined in the Professional Corporation Act pursuant to a certificate of registration issued by the Licensing Board regulating the profession or practice, and which has as its shareholders only those individuals permitted by law to be shareholders. 4. "Professional service" is any type of personal or professional service of the public which requires as a condition precedent to the rendering of such service the obtaining of a license from a licensing board. The following restrictions apply to professional corporations: 1. At least one incorporator must be a "licensee." 2. All of the shares of stock must be owned and held by a licensee or by licensees. 3. At least one director and one officer must be a "licensee." 4. The articles of incorporation must designate the personal services to be rendered by the professional corporation and must 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 The Professional Corporation Act. The corporate name used by professional corporations, except as limited by the licensing acts of the respective professions, must be governed by the provisions of the North Carolina Business Corporation Act. However a professional corporation may use the words "Professional Association," "P.A.," "Professional Corporation," or "P.C." in lieu of the corporate designations specified in the North Carolina Business Corporation Act. Licensing boards may make further corporate name requirements or limitations for the respective professions. No professional corporation may open, operate, or maintain an establishment for any of the purposes set forth in the Professional Corporation Act without first having obtained a certificate of registration from the licensing board or boards. You must contact your Board to obtain this certificate to include when filing your Articles of Incorporation. A professional corporation must render only one specific type professional service, and such services as may be ancillary thereto, and must not engage in any other business or profession. However, the corporation may own real and personal property necessary or appropriate for rendering the type of professional services it was organized to render and it may invest in real estate, mortgages, stocks, bonds, and any other type of investments. A professional corporation may issue shares of its capital stock only to a licensee, and a shareholder may voluntarily transfer shares of stock issued to him only to another such licensee. No share or shares of any stock of a professional corporation may be transferred upon the books of the corporation unless the corporation has received a certification of the appropriate licensing board that the transferee of such shares is a licensee. It is lawful in the case of professional corporations rendering services of architects, landscape architects, engineers and land surveyors, and soil scientists, for non-licensed employees of such corporation to own not more than one- third of the total issued and outstanding shares of such corporation. It is lawful for individuals who are not licensees but who perform professional services on behalf of a professional corporation in another jurisdiction in which the corporation maintains an office, and who are duly licensed to perform professional services under the laws of the other jurisdiction, to be shareholders of the corporation so long as there is at least one shareholder who is a licensee in North Carolina and the corporation renders its professional services in North Carolina only through those shareholders that are licensed in North Carolina. Upon the transfer of any shares of a professional corporation to a non-licensed employee, the corporation must inform the appropriate licensing board of the name and address of the transferee and the number of shares issued to such nonprofessional transferee. Any share of stock of such corporation issued or transferred in violation of the statutory restrictions is null and void. No shareholder of a professional corporation may enter into a voting trust agreement or any other type of agreement vesting in another person the authority to exercise the voting power of any or all of his stock. If any officer, shareholder, agent or employee of a professional corporation who is a licensee becomes legally disqualified to render professional services within North Carolina, he must sever all employment with, and financial interest in, such corporation forthwith. A corporation's failure to comply with this provision constitutes grounds for the forfeiture of its certificate of incorporation and its dissolution. A professional corporation must 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 must 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 must 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 the Professional Corporation Act, the shares of stock owned by a 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. A professional service corporation renders professional services only through its officers, employees and agents who are duly licensed to render such professional services. The term "employee" does not include clerks, secretaries, bookkeepers, technicians and other assistants who are not considered by law to be rendering professional services to the public. Nothing in the Professional Corporation Act abolishes, modifies, restricts, limits or alters the law in North Carolina applicable to the professional relationship and liabilities between the licensee furnishing professional services and the person receiving such professional service or the standards of professional conduct applicable to the rendering of such services. 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. However, nothing in the Professional Corporation Act affects 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. * * * PRIOR TO RESERVING A CORPORATE NAME OR FILING THE ARTICLES OF INCORPORATION FORMING A PROFESSIONAL CORPORATION, YOU SHOULD CONTACT THE NORTH CAROLINA BOARD GOVERNING YOUR PROFESSION TO CONFIRM THAT YOU ARE IN COMPLIANCE WITH ALL OF THE BOARD'S RULES AND REGULATIONS, AND TO OBTAIN THE REQUIRED CERTIFICATE. * * * Forms List The following forms are available for download with this package.  NC-NAMERESV: Application for Reservation of Entity Name  NC-00INCP: Articles of Incorporation & Filing Cover Sheet  NC-PC-TL: Sample Transmittal Letter  NC-PC-OM: Sample Organizational Minutes  NC-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  NC-PC-AM : Sample Annual Minutes  NC-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the State of North Carolina is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the North Carolina Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. NOTE: Filing Cover Sheet (Included with NC-00INCP) You must file a COVER SHEET with all documents filed with the Secretary of State. Note on the Cover Sheet that expedited service is available for an additional fee. The COVER SHEET is included with the ARTICLES OF INCORPORATION form (NC-00INCP). You must also include this page with your name reservation. Step 1: See FORM: NC-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. You may skip this step and go to Step 2, but if the name you have selected is not available, the Articles of Incorporation will be rejected. IN ADDITION TO THE NAME RESTRICTIONS CONTAINED HERE, THERE MAY BE ADDITIONAL RESTRICTIONS PLACED ON A CORPORATE NAME BY YOUR LICENSING BOARD - CHECK WITH THE BOARD FOR ANY ADDITIONAL RESTRICTIONS. This form should by typewritten or printed legibly in black ink. Provide the corporate name you want to reserve. A professional corporation may use the words "Professional Association," "P.A.," "Professional Corporation," or "P.C." in lieu of the ordinary corporate designations specified in the North Carolina Business Corporation Act. The ordinary corporate designations are as follows: the word "corporation", "incorporated", "company", or "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.". A corporate name MUST NOT contain language stating or implying that the corporation is organized for a purpose other than that permitted by the laws of North Carolina and by its articles of incorporation. A corporate name MUST be distinguishable upon the records of the Secretary of State from other recorded business names. Provide the name and address of the Applicant. Date the Application and have the Applicant sign his/her name and provide his/her signature. The filing fee is $30.00. File the original and one copy of the Application. NOTE: Expedited service is available if desired. See Cover Sheet. Before you file the Application to Reserve a Corporate name, you may call the Secretary of State at 919-733-4201 to check the availability of the corporate name you want to reserve. Telephone searches are only preliminary and do not guarantee the availability of the name. Mail a completed Cover Sheet and the original and one copy of your APPLICATION TO RESERVE A BUSINESS ENTITY NAME along with a $30.00 filing fee and any applicable expedite fee (make check payable to the North Carolina Secretary of State) , to: Secretary of State Corporations Division PO Box 29622 Raleigh, NC 27626-0622 Telephone: 919-807-2225 Step 2: See FORM; NC-00INCP ARTICLES OF INCORPORATION (including Cover Sheet) Once you have reserved a corporate name, or if you have chosen to proceed without reserving a name, you are ready to complete the Articles of Incorporation. This form should be typewritten or printed legibly in black ink. 1. Enter the complete corporate name THAT YOU HAVE RESERVED. 2. Enter the number of shares the corporation will have the authority to issue. Check (a) or (b), whichever is applicable. If (b) is checked, add an attachment that includes the description of the designations, preferences, limitations, and relative rights of the shares. 3. Enter the complete street address of the registered office and the county in which it is located. 4. Enter the complete mailing address of the registered agent only if mail is not delivered to the street address stated in Item 3 or if you prefer to receive mail at a P.O. Box or Drawer. 5. Enter the name of the registered agent. The registered agent must be either a North Carolina resident at least 18 years old, an existing business or non- profit corporation, or a foreign business or non-profit corporation authorized to transact business or conduct affairs in North Carolina. 6. There is nothing to add to this section. If you want to disclose other information, do so on a separate sheet. 7. Enter the specific professional service to be rendered by the corporation. 8. Enter the name and address of each incorporator. Only one incorporator is required in order to file. One incorporator must be licensed to practice the subject profession in North Carolina . 9. Provide the name of the incorporator who is licensed to practice the subject profession in North Carolina. 10. There is nothing to add to this section. ATTACH YOUR LICENSING BOARD’S SPECIAL CERTIFICATION TO DO BUSINESS AS A PROFESSIONAL CORPORATION (ALL SHAREHOLDER INTERESTS ARE IN COMPLIANCE WITH STATUTE). CONTACT YOUR BOARD FOR THIS CERTIFICATION. THIS IS DIFFERENT FROM YOUR INDIVIDUAL LICENSE TO PRACTICE. 11. The document will be effective on the date and at the time of filing, unless a delayed date or an effective time (on the day of filing) is specified. A delayed effective date may be specified up to and including the 90 th day after the day of filing. Enter the date the document was executed. Provide the signature and the typed/ printed name of the Incorporator(s) signing the Articles. The filing fee is $125.00. File the original and one copy of the Articles of Incorporation. NOTE: Expedited service is available. See Cover Sheet. Mail the original and one copy of the ARTICLES OF INCORPORATION along with a $125.00 filing fee (make check payable to the North Carolina Secretary of State) to: Secretary of State Corporations Division PO Box 29622 Raleigh, NC 27626-0622 Telephone: 919-807-2225 A sample transmittal letter to send with ARTICLES OF INCORPORATION is below. Include an original and one copy in order to have a copies returned to you. See FORM: NC-PC-TL SAMPLE TRANSMITTAL LETTER Step 3: Upon return of the Articles, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: NC-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: NC-PC-BL SAMPLE BY-LAWS Step 4: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 5: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 6: Open a Corporate bank account and conduct business. Step 7: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: NC-PC-AM SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: NC-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. 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