Foreign Qualification Application - Preparation Worksheet - North Carolina
NORTH CAROLINA FOREIGN BUSINESS CORPORATION QUALIFICATION WORKSHEET
Use this worksheet to prepare the North Carolina Secretary of State's current Form B-09, Application for Certificate of Authority. This worksheet is not a substitute for the official form.
1. QUALIFICATION GATE
N.C. Gen. Stat. § 55-15-01(a) requires a foreign corporation to obtain a certificate of authority before transacting business in North Carolina. Section 55-15-01(b) lists activities that, standing alone, do not constitute transacting business for this Chapter, including maintaining litigation, holding internal meetings, maintaining bank accounts, taking or collecting secured debts, interstate commerce, certain isolated transactions, selling through independent contractors, and owning property without more.
☐ North Carolina counsel has reviewed the corporation's actual activities and confirmed that qualification is required.
☐ The entity is a foreign business corporation. Use the entity-specific Secretary of State form for an LLC, nonprofit corporation, professional entity, partnership, or other entity type.
2. FORM B-09 INFORMATION
2.1 Corporation Name
Exact legal name in the home jurisdiction: [________________________________]
If that name is unavailable in North Carolina, proposed North Carolina name, including a corporate ending: [________________________________]
2.2 Home Jurisdiction
State or country of incorporation: [________________________________]
Date of incorporation: [__/__/____]
Period of duration:
☐ Perpetual
☐ Date certain: [__/__/____]
2.3 Principal Office
☐ The corporation has a principal office.
Street address: [________________________________]
City, state, ZIP/postal code: [________________________________]
County: [________________________________]
Mailing address, if different: [________________________________]
☐ The corporation does not have a principal office.
2.4 North Carolina Registered Office and Agent
N.C. Gen. Stat. § 55D-30 requires an authorized foreign corporation to continuously maintain a North Carolina registered office and registered agent. The registered agent's business office must be identical to the registered office.
Registered-office street address: [________________________________]
City: [________________________________] State: NC ZIP: [__________]
County: [________________________________]
Registered-office mailing address, if different: [________________________________]
Registered agent name: [________________________________]
Registered-agent eligibility:
☐ North Carolina resident whose business office is the registered office
☐ North Carolina corporation, nonprofit corporation, or LLC whose business office is the registered office
☐ Authorized foreign corporation, nonprofit corporation, or LLC whose business office is the registered office
2.5 Current Officers
N.C. Gen. Stat. § 55-15-03(a)(6) requires the names and usual business addresses of the corporation's current officers.
| Officer Name | Title | Usual Business Address |
|---|---|---|
| [________________________________] | [________________] | [________________________________] |
| [________________________________] | [________________] | [________________________________] |
| [________________________________] | [________________] | [________________________________] |
Attach an additional sheet if needed.
2.6 Certificate of Existence
Attach an original certificate of existence, or a document of similar import, authenticated by the official who keeps corporate records in the home jurisdiction.
Official Form B-09 instructs that the certificate must be less than six months old.
Certificate date: [__/__/____]
Issuing office: [________________________________]
☐ Original authenticated certificate attached
2.7 Fictitious Name Resolution, If Required
If the corporation must use a fictitious name in North Carolina:
North Carolina fictitious name: [________________________________]
☐ A board resolution adopting the fictitious name, certified by the corporation's secretary, is attached.
2.8 Effective Date
☐ Effective when filed
☐ Delayed effective date: [__/__/____]
Delayed effective time, if any: [__________] ☐ a.m. ☐ p.m.
The official B-09 instructions allow a delayed effective date through the 90th day after filing.
3. EXECUTION
Corporation name: [________________________________]
Date signed: [__/__/____]
Authorized signature: [________________________________]
Printed name: [________________________________]
Title: [________________________________]
The official B-09 calls for an authorized corporate representative's signature and does not include a notary acknowledgment.
4. FILING PACKAGE
☐ Current official Form B-09 completed
☐ Original authenticated certificate of existence attached
☐ Certified fictitious-name resolution attached, if applicable
☐ Filing fee of $250 included, as stated in N.C. Gen. Stat. § 55-1-22(a)(19) and the Secretary of State's current forms listing
☐ Filing cover sheet included for a paper submission
☐ Copy retained before submission
Paper filing address shown on Form B-09:
North Carolina Secretary of State
Business Registration Division
P.O. Box 29622
Raleigh, NC 27626-0622
Use the Secretary of State's current Business Creation workflow for online filing or the current official paper form.
5. POST-FILING CHECKLIST
☐ Retain the issued certificate of authority and filed application.
☐ Continuously maintain the registered office and registered agent required by N.C. Gen. Stat. § 55D-30.
☐ Calendar the annual report. Under N.C. Gen. Stat. § 55-16-22(c), it is due by the fifteenth day of the fourth month following the close of the corporation's fiscal year.
☐ Confirm the annual-report filing method and fee at filing time. N.C. Gen. Stat. § 55-1-22 currently lists $25 for paper and $18 for electronic filing.
☐ If the corporation will cease transacting business in North Carolina, use the certificate-of-withdrawal process under N.C. Gen. Stat. § 55-15-20 rather than treating this application as a withdrawal document.
☐ Review tax registrations, licenses, permits, assumed-name filings, and industry-specific approvals separately.
SOURCES AND REFERENCES
About this template
- Last updated
- July 23, 2026
- Citations checked
- July 23, 2026
- Jurisdiction
- North Carolina
- Category
- Corporate & Business
Legal authority
- N.C. Gen. Stat. § 55-15-01 (authority requirement and excluded activities)
- N.C. Gen. Stat. § 55-15-03 (application and certificate of existence)
- N.C. Gen. Stat. § 55D-30 (registered office and registered agent)
- N.C. Gen. Stat. § 55-1-22(a)(19) (filing fee)
- N.C. Gen. Stat. § 55-16-22 (annual report)
- N.C. Gen. Stat. § 55-15-20 (withdrawal)
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on July 23, 2026.
Draft your Foreign Qualification Application - Preparation Worksheet in the editor
Answer a few questions, let the AI editor draft each section from your answers, review it, and download Word and PDF. $99 one time, or $249 per month for every document and every Ezel app.