Chapter 55D

The following definitions apply in this Chapter: (1) "Corporation" or "domestic corporation" is defined in G.S. 55-1-40(4). (2) "Deliver" is defined in G.S. 55-1-40(5). (3) "Entity" is defined in G.S. 55-1-40(9). (4) "Foreign corporation" is defined in G.S. 55-1-40(10). (5) "Fore…

(a) To be entitled to filing by the Secretary of State under Chapter 55, 55A, 55B, 57D, or 59 of the General Statutes, a document must satisfy the requirements of this section, and of any other section of the General Statutes that adds to or varies these requirements. (b) The doc…

A person submitting a document for filing may request an expedited filing only at the time the document is submitted. The Secretary of State shall guarantee the expedited filing of the document if the document is in proper form and accompanied by all applicable fees, including th…

Upon request, the Secretary of State shall review a document prior to its submission for filing to determine whether it satisfies applicable filing requirements. Submission of a document for review shall be accompanied by a fee of two hundred dollars ($200.00) and shall be in acc…

(a) Except as provided in subsection (b) of this section and in G.S. 55D-14, a document accepted for filing is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the filed document; or (2) At the tim…

(a) A person on whose behalf a document was filed in the Office of the Secretary of State may correct that document if it (i) contains a statement that is incorrect and was incorrect when filed or (ii) was defectively executed, attested, sealed, verified, or acknowledged. (b) A d…

(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of this Chapter and of Chapter 55, 55A, 55B, 57D, or 59 of the General Statutes, the Secretary of State shall file it. Documents filed with the Secretary of State under this …

(a) If the Secretary of State refuses to file a document delivered to the Secretary of State's office for filing, the person on whose behalf the document was submitted for filing may, within 30 days after the date of the refusal, appeal the refusal to the Superior Court of Wake C…

A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State's signature and the seal of office (both of which may be in facsimile or in any electronic form approved by the Secretary of State) and certifying that the copy is a tru…

(a) A person commits an offense if the person signs a document the person knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing. (b) An offense under this section is a Class 1 misdemeanor. (1989, c. 265, s. 1; 1993,…

(a) In addition to the requirements of any other applicable section of the General Statutes: (1) The name of a corporation must contain the word "corporation", "incorporated", "company", or "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.". (2) The name of a limite…

(a) The following entities are subject to this section: (1) Domestic corporations, nonprofit corporations, limited liability companies, limited partnerships, and registered limited liability partnerships. (2) Foreign corporations, foreign nonprofit corporations, foreign limited l…

(a) If the name of a foreign corporation, foreign nonprofit corporation, foreign limited liability company, foreign limited partnership, or foreign limited liability partnership does not satisfy the requirements of G.S. 55D-20 and G.S. 55D-21, then to obtain or maintain a certifi…

(a) A person may reserve the exclusive use of a name for an entity, including a fictitious name for a foreign corporation, foreign nonprofit corporation, foreign limited liability company, foreign limited partnership, or foreign limited liability partnership whose name is not ava…

(a) A foreign corporation, foreign nonprofit corporation, foreign limited liability company, foreign limited partnership, or foreign limited liability partnership may register its name, or its name with any addition required by G.S. 55D-22, if the name to be registered is disting…

The Secretary of State may revoke any reservation or registration of a name if the Secretary of State: (1) Gives written notice by registered or certified mail, return receipt requested, to the person who made the reservation or registration of the date and time of a hearing; (2)…

(a) A certificate issued by the Secretary of State as described in subsection (b) of this section must be recorded when: (1) The name of any domestic corporation, nonprofit corporation, limited liability company, limited partnership, or registered limited liability partnership or…

(a) Each domestic corporation, nonprofit corporation, limited liability company, limited partnership, and limited liability partnership, each foreign limited liability partnership maintaining a statement of foreign registration, and each foreign corporation, nonprofit corporation…

(a) An entity required to maintain a registered office and registered agent under G.S. 55D-30 may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth all of the following: (1) The name of the en…

(a) The registered agent of an entity may resign by signing and filing with the Secretary of State a statement of resignation which may include a statement that the registered office is also discontinued. The statement must include or be accompanied by a certification from the re…

(a) Service of process, notice or demand required or permitted by law to be served on an entity may be served on the registered agent required by G.S. 55D-30. (b) When an entity required to maintain a registered office and registered agent under G.S. 55D-30 fails to appoint or ma…

The Secretary of State may adopt rules to implement the Secretary of State's responsibilities under this Chapter. (2001-358, s. 1; 2001-387, s. 173; 2001-413, s. 6; 2025-25, s. 29(6).) §