North Carolina Administrative Code

18 NCAC 04 .0302 EXECUTION When execution is required by any person acting in the capacity of officer, director, incorporator, member, manager, or registered agent, execution by a holder of a power of attorney shall be rejected. History Note: Authority G.S. 55-1-20; 55-1-30; 55A-…

18 NCAC 04 .0303 REJECTION History Note: Authority G.S. 55-1-20; 55A-1-20; 55B-3; 55D-5; 55D-15(d); 57D-1-20; 59-35.1; 59-206; Eff. February 1, 1976; ARRC Objection Lodged June 21, 1990; Temporary Amendment Eff. July 1, 1990 for a Period of 180 Days to Expire on December 27, 1990…

18 NCAC 04 .0304 IDENTIFICATION OF CORPORATION/LLC AND TYPE OF DOCUMENT (a) Each document shall consistently identify the corporation or limited liability company executing such document, if executed by a corporation or limited liability company. The entity's name shall be recite…

18 NCAC 04 .0305 CORRECTIVE FILINGS - LIMITED PARTNERSHIPS History Note: Authority G.S. 55D-5; 59-202; 59-206; 59-905; Eff. February 1, 1976; ARRC Objection Lodged June 21, 1990; Temporary Amendment Eff. July 1, 1990 For a Period of 180 Days to Expire on December 27, 1990; ARRC O…

18 NCAC 04 .0306 INCORPORATION BY REFERENCE Articles of incorporation or articles of organization in which bylaws or an operating agreement are incorporated by reference shall be rejected. Reference may be made in articles of incorporation or articles of organization to bylaw pro…

18 NCAC 04 .0307 APPLICATION FOR RESERVATION OF NAME (a) If an applicant requests reservation of more than one name for a corporation, a limited liability company, or a limited partnership, a separate application shall be submitted for each name. (b) The date of filing shall be t…

18 NCAC 04 .0308 REGISTERED OFFICE AND REGISTERED AGENT (a) In the event that a corporation has never designated a registered office or registered agent, or in the event that a corporation's or limited liability company's registered agent has resigned, the entity may designate a …

18 NCAC 04 .0309 ARTICLES OF AMENDMENT (a) Articles of amendment which convert a nonprofit corporation to a business corporation shall not be filed. (b) Any articles of amendment which convert a corporation organized pursuant to any statute to a corporation organized pursuant to …

18 NCAC 04 .0310 TAX ON FILING DOC WHICH INCREASE AUTHORIZED CAPITAL History Note: Filed as a Temporary Repeal Eff. July 1, 1990 For a Period of 180 Days to Expire on December 27, 1990; Authority G.S. 55-147; 55-148; 55-156; Eff. February 1, 1976; Amended Eff. August 8, 1976; Rep…

18 NCAC 04 .0311 ART OF MERGER/SHARE EXCH INVOLVING FOREIGN ENTITY Each foreign entity which is a party to a merger or a share exchange pursuant to G.S. 55-11-07, 55-11-09, 55A-11-06, 55A-11-08, 57D-9-40, 57D-9-41, or 57D-9-42 shall be identified in the articles of merger or shar…

18 NCAC 04 .0315 FILING PURSUANT TO G.S. 55-164.1 History Note: Filed as a Temporary Repeal Eff. July 1, 1990 For a Period of 180 Days to Expire on December 27, 1990; Authority G.S. 55-164.1; Eff. February 1, 1976; Repealed Eff. February 1, 1991.

18 NCAC 04 .0316 FORM FOR ANNUAL REPORT A corporation filing its annual report in order to comply with G.S. 55-16-22 or a limited liability company filing an annual report pursuant to G.S. 57D-2-24 shall use the annual report form promulgated by the Secretary of State. Exact copi…

18 NCAC 04 .0317 AUTHORIZATION OF CORRECTIONS ON DOCUMENTS A document that is submitted to the Business Registration Division for filing but rejected because it does not satisfy the requirements of Chapter 55, 55A, 57C, or 59 may be corrected by the examiner in charge of examinin…

18 NCAC 04 .0318 AUTHORIZATION OF FOREIGN PROFESSIONAL CORPORATIONS A foreign professional corporation (as defined in G.S. 55B-16(b)) shall submit with its application for a certificate of authority to transact business in this State a written certification by the applicant corpo…

SECTION .0400 - CERTIFICATIONS 18 NCAC 04 .0401 DOCUMENTS (a) Copies of documents filed with respect to a limited liability company may be certified as its articles of organization only if such copies begin chronologically with the articles of organization, the latest restated ar…

18 NCAC 04 .0402 CERTIFICATION OF FACTS/CERTIFICATE OF EXISTENCE/AUTHORIZATION No certification of facts, certificate of existence, or certificate of authorization shall contain information relating to more than one corporation or limited liability company unless such information…

SECTION .0500 - CORPORATE NAME 18 NCAC 04 .0501 GENERAL (a) The Secretary of State expressly reserves the right pursuant to G.S. 55-4-01, G.S. 55A-4-01, G.S. 55-15-06, G.S. 55A-15-06, G.S. 55D-20, G.S. 55D-21, G.S. 59-103, or any other applicable statute, to reject filing of any …

18 NCAC 04 .0502 WORDS PROHIBITED IN ADDITION TO STATUTORY PROHIBITIONS (a) The words "engineer" or "engineering" or their derivatives shall not be included in the corporate name for a corporation unless it is organized pursuant to G.S. Chapter 55B or, if it is a foreign corporat…

18 NCAC 04 .0503 DECEPTIVELY SIMILAR AND DISTINGUISHABLE NAMES (a) Designations of entities, such as "company", "co.", limited", "ltd.", "corporation", "corp.", "incorporated", "inc.", "professional association", "p.a.", "limited liability company", "L.L.C.", "professional limite…

18 NCAC 04 .0504 FILING FICTITIOUS OR ASSUMED NAME FOR FOREIGN ENTITY (a) A foreign corporation, limited liability company, or limited partnership whose name contains a word which is prohibited by statute or by Rule .0502 of this Chapter shall agree to use an assumed or fictitiou…

18 NCAC 05A .0304 OVER THE COUNTER SEARCHES History Note: Authority G.S. 25-9-407; Eff. February 1, 1976; Repealed Eff. March 1, 1996.

18 NCAC 05A .0404 TELEPHONE REQUEST FOR TAX LIENS History Note: Authority G.S. 44-68.3; Eff. February 1, 1976; Repealed Eff. March 1, 1996.

subchapter 05b – uniform commercial code section section .0100 – general provisions 18 NCAC 05B .0101 SCOPE History Note: Authority G.S. 25-9-526; 143A-23; Temporary Adoption Eff. July 2, 2001; Temporary Adoption Expired Eff. March 29, 2002.

18 NCAC 05B .0102 DEFINITIONS In addition to the definitions contained in G.S. 25-9-102, the following terms shall have the respective meanings and shall apply to the rules in this Subchapter: (1) "Amendment" means a UCC record that amends the information contained in a financing…

18 NCAC 05B .0103 PLACE OF FILING, TIME OF FILING, AND METHODS OF DELIVERY (a) The filing party shall have the responsibility to determine if filing is necessary in the UCC Section. The UCC Section shall not give legal assistance to any individual to determine if filing is necess…

18 NCAC 05B .0104 CONTENTS OF RECORDS SUBMITTED FOR FILING The filing office shall not be responsible for the sufficiency of the contents of any record submitted for filing. The filing party shall be responsible for seeing that the record meets all of the statutory requirements f…

18 NCAC 05B .0105 APPROVED FORMS UCC forms may be obtained at the Department's web page at https://www.sosnc.gov. History Note: Authority G.S. 25-9-521; 25-9-526; Temporary Adoption Eff. July 2, 2001; Eff. August 1, 2002; Pursuant to G.S. 150B-21.3A, rule is necessary without sub…

18 NCAC 05B .0106 PROCESSING FEES AND METHODS OF PAYMENT (a) A list of processing fees required by G.S. 25-9-525 and G.S. 147-37 is available upon request. (b) Processing fees for public records services may be paid by the following methods: (1) Cash. Payment in cash shall be acc…

18 NCAC 05b .0107 PUBLIC RECORDS SERVICES (a) The following methods shall be available for obtaining copies of UCC records and copies of data from the UCC information management system: (1) Copies of individually identified records shall be available in the following forms: (A) "…

18 NCAC 05B .0108 FEES FOR PUBLIC RECORDS SERVICES Fees for public records services shall be established as follows: (1) Paper copies of individual records shall be two dollars ($2.00) per page. (2) Reserved. (3) Bulk Copies of records. (a) Reserved. (b) Reserved. (c) Reserved. H…

SECTION .0200 – ACCEPTANCE AND REFUSAL OF RECORDS 18 NCAC 05B .0201 ROLE OF FILING OFFICER The duties and responsibilities of the filing officer with respect to the administration of the UCC are ministerial. In accepting for filing or refusing to file a UCC record pursuant to the…

18 NCAC 05B .0202 GROUNDS FOR REFUSAL OF UCC DOCUMENT (a) As used in this Rule, the term "legible" is not limited to refer only to written expressions on paper: it requires a machine-readable transmission for electronic transmissions and an otherwise readily decipherable transmis…

18 NCAC 05B .0203 PROCEDURE UPON REFUSAL If the filing officer finds grounds to refuse acceptance of a UCC record, the filing officer shall comply with G.S. 25-9-520. All filing and indexing fees are nonrefundable. History Note: Authority G.S. 25-9-520; 25-9-526; Temporary Adopti…

18 NCAC 05B .0204 NOTIFICATION OF DEFECTS A filing officer from communicating to a filer or a remitter that the filing officer noticed apparent potential defects in a UCC record, whether or not it was filed or refused for filing. However, the filing office is under no obligation …

18 NCAC 05B .0205 REFUSAL ERRORS If a secured party or a remitter demonstrates to the satisfaction of the filing officer that a UCC record that was refused for filing should not have been, the filing officer shall file the UCC record as provided in the rules in this Subchapter wi…

18 NCAC 05B .0206 FILING OFFICER ERRORS The filing office may correct the errors of the filing officer personnel in the UCC information management system at any time. If the correction occurs after the filing officer has issued a certification date, the filing officer shall file …

18 NCAC 05B .0207 NOTICE OF BANKRUPTCY The filing officer shall take no action upon receipt of a notification, formal or informal, of a bankruptcy proceeding involving a debtor named in the UCC information management system. History Note: Authority G.S. 25-9-522; 25-9-526; Tempor…

SECTION .0300 – UCC INFORMATION MANAGEMENT SYSTEM 18 NCAC 05B .0301 POLICY STATEMENT The filing officer shall use an information management system to store, index, and retrieve information relating to financing statements. The information management system shall include an index …

18 NCAC 05B .0302 PRIMARY DATA ELEMENTS The primary data elements used in the UCC information management system are the following: (1) Identification numbers. (a) Each initial financing statement shall be identified by its file number as described in G.S. 25-9-519(b). Identificat…

18 NCAC 05B .0303 INITIAL FINANCING STATEMENT Upon the filing of an initial financing statement the status of the parties and the status of the financing statement shall be as follows: (1) Status of secured party. Each secured party named on an initial financing statement shall b…

18 NCAC 05B .0304 AMENDMENT The filing office shall act on any UCC record filed with the filing office by adding information obtained from the UCC record to the information system. The filing office shall not act on any UCC record by deleting any information from the information …

18 NCAC 05B .0305 ASSIGNMENT OF POWERS OF SECURED PARTY OF RECORD (a) An assignment shall have no effect on the status of the parties to the financing statement, except that each assignee named in the assignment shall become a secured party of record. (b) An assignment shall have…

18 NCAC 05B .0306 CONTINUATION (a) Upon the timely filing of one or more continuations by any secured party(ies) of record, the lapse date of the financing statement shall be postponed for five years. (b) The filing of a continuation shall have no effect upon the status of any pa…

18 NCAC 05B .0307 TERMINATION (a) The filing of a termination shall have no effect upon the status of any party to the financing statement. (b) A termination shall have no effect upon the status of the financing statement and the financing statement shall remain active in the inf…

18 NCAC 05B .0308 CORRECTION STATEMENT The filing of a correction statement shall have no effect upon the status of the financing statement or any party to the financing statement. History Note: Authority G.S. 25-9-518; 25-9-526; Temporary Adoption Eff. July 2, 2001; Eff. August …

18 NCAC 05B .0309 PROCEDURE UPON LAPSE If there is no timely filing of a continuation with respect to a financing statement, the financing statement shall lapse on its lapse date but no action shall be taken by the filing office. On the first anniversary of such lapse date, the i…

18 NCAC 05B .0310 IACA STANDARD ADOPTED The XML Format as adopted by the International Association of Corporate Administrators shall be adopted in North Carolina for electronic transmission of UCC records. An E-filing account shall be created before submitting an XML filing. The …

18 NCAC 05B .0311 IMPLEMENTATION GUIDE The filing office shall publish an implementation guide that prescribes the use of the XML Format. The guide shall be available on the Department's web site and to the public upon request. History Note: Authority G. S. 25-9-526(b); Temporary…

18 NCAC 05B .0312 DIRECT ON-LINE DATA ENTRY PROCEDURES Upon application and approval of an E-filing account, the remitter shall receive direct on-line data entry procedures to file UCC records on-line. Persons interested in filing records in this manner shall contact the Departme…

SECTION .0400 – FILING AND DATA ENTRY PROCEDURES 18 NCAC 05B .0401 POLICY STATEMENT This Section contains rules describing the indexing and filing procedures of the filing officer upon and after receipt of a UCC document. The filing officer shall promptly file a document that con…