Section .0100 - General Provisions

Link to law: http://reports.oah.state.nc.us/ncac/title 18 - secretary of state/chapter 04 - corporations division/chapter 04 rules.html
Published: 2015

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CHAPTER 04 - CORPORATIONS DIVISION

 

SECTION .0100 - GENERAL PROVISIONS

 

18 NCAC 04 .0101             LOCATION AND HOURS

The corporations division of the Department of the Secretary

of State is located in the Old Revenue Complex, 2 S. Salisbury Street, Raleigh, North Carolina 27601.  The mailing address is: North Carolina Corporations

Division, Department of the Secretary of State, P.O. Box 29622, Raleigh, North Carolina 27626-0622.  The hours of the Division are 8:00 a.m. until 5:00 p.m. Monday through Friday excepting legal holidays.

 

History Note:        Authority G.S. 55-1-30; 55D-5; 57D-1-30;

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 Objection Removed August 20, 1990;

Amended Eff. April 1, 2003; February 1, 1991; September 1, 1988.

18 NCAC 04 .0102             ADMINISTRATION

AND FUNCTIONS

(a)  The Division shall be responsible for filing and

maintaining documents on behalf of corporations, limited liability companies,

limited liability partnerships, and limited partnerships whenever filing with

the Secretary of State is specified by statute.

(b)  The Division prepares and certifies copies of documents

on file upon request.  Statutory fees shall be charged for preparation and certification.

(c)  The Division provides information in response to

written or telephone inquiry, based on information contained in documents on

file.  There shall be no fee for providing information by telephone or letter.

(d)  The Division certifies to facts contained in documents

on file, based on an examination of its documents and indices.

 

History Note:        Authority G.S. 55-1-22; 55-1-30;

55A-1-22; 55A-1-30; 55D-5; 55D-10; 55D-15; 57D-1-22; 57D-1-30; 59-84.2; 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;

ARRC Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991.

 

SECTION .0200 ‑ PAYMENT OF FEES AND TAXES

 

18 NCAC 04 .0201             TENDER OF FEE

Filing of any document shall be accomplished only upon

tender of applicable filing fee to the Division.

 

History Note:        Authority G.S. 55-1-22; 55-1-30;

55A-1-22; 55A-1-30; 55D-5; 57D-1-22; 57D-1-30; 59-1106;

Eff. February 1, 1976;

Amended Eff. March 1, 1996.

 

18 NCAC 04 .0202             FORM OF PAYMENT

Payment shall be by cash, check or money order.  Check or

money order shall be payable to Secretary of State, to the State of North

Carolina, or to the State Treasurer.

 

History Note:        Authority G.S. 55-1-22; 55-1-30;

55A-1-22; 55A-1-30; 55D-5; 57D-1-22; 57D-1-30; 59-1106; 147-86.11(e)(6);

147-86.20(2)(a); 147-86.22(b);

Eff. February 1, 1976.

 

18 NCAC 04 .0203             INVOICES

Upon request for documents on file or certificates of

information not accompanied by the applicable fee, the Division shall prepare

and remit the material requested, accompanied by an invoice for the applicable

fee, unless it is determined by the Corporations Director that it is in the

interest of the state to require prepayment.

 

History Note:        Authority G.S. 55-1-22; 55-1-30; 55A-1-22;

55A-1-30; 55D-5; 57D-1-22; 57D-1-30; 59-35.2;

Eff. February 1, 1976;

Amended Eff. March 1, 1996.

 

18 NCAC 04 .0204             CANCELLATION FOR NONPAYMENT

After the filing of any document, if the Division determines

that the payment of fees and taxes tendered is for any reason insufficient; and,

after notice and reasonable opportunity is given to the proper party to submit

payment, it is determined that proper payment has not been made, the Secretary

of State shall, by appropriate certificate, cancel such filing with a notation

that the filing was an error.

 

History Note:        Authority G.S. 55-1-22; 55-1-30; 55A-1-22;

55A-1-30; 55D-5; 55D-10; 57D-1-22; 57D-1-30; 59-35.2; 59-1106;

Eff. February 1, 1976.

 

18 NCAC 04 .0205             OVERPAYMENT

If the Director determines that an overpayment of fees by

check or money order is so large that it is not in the interest of the state to

issue a refund, he shall require tender of the exact amount of fees prior to

filing, preparation of copies, or certification.

 

History Note:        Authority G.S. 55-1-30; 55A-1-30; 55D-5;

57D-1-30;

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 Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991.

 

18 NCAC 04 .0206             DOCUMENTS NOT SPECIFICALLY PROVIDED

FOR

When any document is filed for any corporation organized

under a statute other than one found in Chapter 55 or 55A, and no fee is

specifically provided in the applicable statute, the fee for such filing shall

be the fee provided in G.S. 55-1-22 or 55A-1-22 for a comparable type of

document, and if no comparable type of document exists, the fee shall be the

fee provided in G.S. 55-1-22(a)(26) or 55A-1-22(27).

 

History Note:        Authority G.S. 55-1-22; 55-1-30;

55A-1-22; 55D-5; 55D-10; 57D-1-22; 57D-1-30;

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 Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991.

 

SECTION .0300 ‑ FILING OF DOCUMENTS

 

18 NCAC 04 .0301             GENERAL PROVISIONS

 

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. 55‑168; 55‑170; 55A‑81;

55A‑83; 55B‑13; 105‑230; 105‑232;

Eff. February 1, 1976;

Repealed Eff. February 1, 1991.

 

 

 

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-1-20; 55A-1-30; 55D-5; 55D-10; 57D-1-20; 57D-1-30;

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 Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991.

 

18 NCAC 04 .0303             REJECTION

If the Director finds that a document submitted for filing

pursuant to a provision of Chapter 59 does not conform to law in any respect,

he shall by return mail or other appropriate method remit the document to the

person who submitted such document, accompanied by an explanation, in adequate

detail, of the deficiency and credit the fee to that person's account.  The

date of filing of such document shall be the date upon which the document is

filed by the Division in such form as shall conform to law.

 

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;

ARRC Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991.

 

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

recited throughout the document in the identical form, as to spelling, spacing,

and punctuation, as the name appears in the existing charter of the entity.

(b)  If captioned, a document shall contain in its caption

words identical to the words which appear in the applicable statute to identify

the type of document.

(c)  Articles of incorporation for a business corporation

shall identify the corporation as a "business corporation" or make

reference to G.S. Chapter 55.  Articles of incorporation for a nonprofit

corporation shall identify the corporation as a "nonprofit

corporation" or make reference to G.S. Chapter 55A. Articles of

incorporation for a professional corporation shall identify the corporation as

a "professional corporation" or make reference to G.S. Chapter 55B. 

Articles of organization for a professional limited liability company shall

identify the limited liability company as a "professional limited

liability company."

 

History Note:        Authority G.S. 55-1-30; 55A-1-30; 55B-3;

55B-4; 55D-5; 57D-1-30; 59-35.1;

Eff. February 1, 1976;

Amended Eff. March 1, 1996.

 

18 NCAC 04 .0305             CORRECTIVE FILINGS -- LIMITED

PARTNERSHIPS

An error in a certificate of limited partnership which has

been filed by or on behalf of a domestic limited partnership or in an

application for registration which has been filed by a foreign limited

partnership shall be corrected only by the filing of an amended certificate of

limited partnership or an amended application for registration.

 

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 Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991.

 

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 provisions or provisions in an operating agreement so long as such

provisions are not thereby incorporated in the charter.

 

History Note:        Authority G.S. 55-2-02; 55A-2-02; 55B-3;

55D-5; 57D-2021; 59-35.1;

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 Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991; August 8,

1976.

 

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 the first day in

determining the date of expiration of reservation.  The reservation shall

expire immediately after the termination of filings by the Division on the

final day of the reservation period.  If the final day of the reservation

period is not an operating day of the Division, the reservation shall

nevertheless expire on such final day.

(c)  A person who wishes to reserve a particular limited partnership

name after having reserved that name on a previous occasion may apply to

reserve such name again after the elapse of one full business day following the

expiration of the previous reservation.

 

History Note:        Authority G.S. 55D-5; 55D-23; 59-103;

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 Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991.

 

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 registered agent and/or registered office.

(b)  The information required for the designation of a

registered agent or a registered office shall be set forth in a statement which

shall be substantially the same as that provided for in the change of a

registered agent or registered office, except that it shall be unnecessary to

set forth information concerning the current registered agent or current registered

office.

(c)  With respect to documents permitted to be filed with

the Office of the Secretary of State, a person shall consistently use the same

name and same business office address in each instance in which that person

serves as registered agent for any corporation or limited liability company.

(d)  A person who serves as registered agent for more than

one corporation or limited liability company may notify the Secretary of State

of the change of the address of the registered offices of such entities by

attaching a list of the names of those entities to the statement required to be

filed by G.S. 55-5-02, 55-15-08, 55A-5-02, 55A-15-08, 57C-2-41, or 57C-7-08.

 

History Note:        Authority G.S. 55-1-30; 55-5-01;

55-15-07; 55A-1-30; 55A-5-01; 55A-15-07; 55D-5; 55D-30; 55D-31; 55D-32;

57D-1-30; 57D-2-40; 57D-7-06;

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 Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991.

 

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 any

other statute shall also contain amendments which shall bring its charter into

conformity with the statute applicable to organization for the type of corporation

to which it is being converted.

 

History Note:        Authority G.S. 55-10-01; 55A-10-01;

55B-3; 55D-5; 57D-2-22; 59-202;

Eff. February 1, 1976;

Amended Eff. February 25, 1977.

 

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;

Repealed Eff. February 1, 1991.

 

 

 

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, or 57C-9-06

shall be identified in the articles of merger or share exchange by state or

country of incorporation or organization.  Articles of merger filed pursuant to

these statutes shall contain:

(1)           a statement that the merger is permitted by the law

of the state or country of incorporation or organization of each foreign entity

which is a party, and

(2)           a statement that each foreign entity which is a

party has complied or shall comply with the applicable laws of its state or

country of incorporation or organization regarding such merger.

 

History Note:        Authority G.S. 55-11-07; 55-11-09;

55A-11-06; 55A-11-08; 55D-5; 57D-9-40; 57D-9-41; 57D-9-42;

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 Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991.

 

18 NCAC 04 .0312             APPL FOR CERT OF AUTHORITY BY

FOREIGN PROF CORPORATION

18 NCAC 04 .0313             FILING MERGER INVOLVING FOREIGN

CORPORATION

18 NCAC 04 .0314             FILING EVIDENCE OF DISSOLUTION OF

FOREIGN NONPROFIT CORP

 

History Note:        Filed as a Temporary Amendment Eff. July

1, 1990 For a Period of 180 Days to Expire on December 27, 1990;

ARRC Objection Lodged June 21, 1990;

ARRC Objection Removed August 20, 1990;

Authority G.S. 55‑15‑03; 55A-41; 55A-42.1;

55A-70; 55A-72; 55A-81; 55B‑2; 55B‑4; 55B‑15;

Eff. February 1, 1976;

Amended Eff. February 1, 1991; August 8, 1976;

Repealed Eff. March 1, 1996.

 

 

 

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. 57C-2-23 shall use the annual report form promulgated by the

Secretary of State. Exact copies of the annual report form provided by the

Corporations Division may be made and used to satisfy the annual filing

requirement.  However, annual reports with formats different from the form

prescribed by the Corporations Division shall not be accepted for filing.

 

History Note:        Authority G.S. 55-1-21; 55-16-22; 55D-5;

57D-1-21; 57D-1-30; 57D-2-24; 59-84.4; 59-210;

Eff. February 1, 1991;

ARRC Objection Lodged June 21, 1990;

Temporary Adoption Eff. July 1, 1990 For a Period of 180

Days to Expire on December 27, 1990;

ARRC Objection Removed August 20, 1990;

Amended Eff. March 1, 1996.

 

18 NCAC 04 .0317             AUTHORIZATION OF CORRECTIONS ON

DOCUMENTS

A document that is submitted to the Corporations 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 examining the

document provided that the examiner is authorized by the person submitting the

document to make the correction. Upon receiving such authorization, the

examiner shall obtain and record by memorandum the following information:

(1)           the name of the entity to which the document

relates;

(2)           the type of document;

(3)           the name of the person authorizing the correction;

(4)           the name of the person or entity represented by the

person authorizing the correction;

(5)           the instructions received by the examiner making

the correction;

(6)           the time, date, and manner of the authorization,

including a telephone number by which the person authorizing the correction may

be reached; and

(7)           the name of the examiner making the correction.

The memorandum of authorization shall be retained by the

Division with the original of the document so corrected. Upon request, a copy

of the memorandum of authorization shall be furnished to any person desiring

one.

 

History Note:        Authority G.S. 55D-5; 55D-15; 57D-1-20;

57D-1-30; 59-206;

Temporary Adoption Eff. November 10, 1995;

Eff. March 1, 1996.

 

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

corporation to the effect that such corporation meets the definitional

requirement of a "foreign professional corporation" as set forth in

G.S. 55B-16(b).

 

History Note:        Authority G.S. 55-1-30; 55B-3; 55B-16;

55D-5; 57D-2-02; 57D-7-03;

Temporary Adoption Eff. November 10, 1995;

Eff. March 1, 1996.

 

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 articles of organization, or the latest articles of amendment or

articles of merger purporting to rewrite the articles of organization in their

entity. If requested, the copies to be certified as the limited liability

company's articles of organization shall include only such beginning document,

all subsequent articles of amendment, and all subsequent articles of merger. 

If not otherwise requested, copies to be certified as the articles of

organization shall begin chronologically with the latest restatement and shall

include all subsequent documents on file.

(b)  Copies of documents filed with respect to corporations

subject to the provisions of Chapter 55 or Chapter 55A may be certified as the

articles of incorporation of such corporation only if such copies begin

chronologically with the articles of incorporation or other documents of

incorporation, the latest restated articles of incorporation, or the latest articles

of amendment or articles of merger purporting to rewrite the corporation's

articles of incorporation in their entirety. If requested, the documents

requested to be so certified shall include only such beginning document, all

subsequent articles of amendment, and all subsequent articles of merger.  If

not otherwise requested, such documents to be certified shall begin

chronologically with the latest restated or rewritten articles of incorporation

and shall include all related documents subsequently filed.

(c)  When certification of a certificate of limited

partnership of a domestic limited partnership or a certificate of authority of

a foreign limited partnership is requested, such certification shall include

the original certificate of limited partnership or certificate of authority and

all amendments or changes thereto.

 

History Note:        Authority G.S. 55-1-30; 55-1-40(1);

55-10-07(e); 55A-1-30; 55A-1-40(1); 55A-10-06(f); 55D-5; 57D-1-30(2);

57D-2-23(d); 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;

ARRC Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991.

 

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 pertains

to a merger to which such corporations or limited liability companies were

parties.

 

History Note:        Authority G.S. 55-1-28; 55A-1-28; 55D-5;

57D-1-24; 59-209;

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 Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991; September

1, 1988.

 

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.

57C-2-30, G.S. 57C-7-06, G.S. 59-103, or any other applicable statute, to

reject filing of any document conferring a corporate, limited liability

company, or limited partnership name, if he determines that such name is

contrary to law.

(b)  When a corporation applies to the Secretary of State

for authorization to use a name which is not distinguishable upon his records

from a name used, reserved, or registered by another entity, and provides the

consent of the other entity to such use, the undertaking required of the

consenting entity shall consist of the consenting entity's amendment to the

appropriate document filed with the division effecting a change of that

entity's name to a name distinguishable on the records of the Secretary of

State from the name sought to be used by the applying entity.

 

History Note:        Authority G.S. 55D-5; 55D-20; 55D-21;

57D-2-21(a)(2); 57D-7-03(a)(1); 59-103;

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 Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991.

 

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 corporation, unless it complies with G.S.

55B-16, provided that the words specified shall not be prohibited in any case

where such words are modified by another word or words in such manner as to

indicate activity other than the practice of engineering as defined in G.S.

89C-3(b).

(b)  The words "surveyor", "survey",

"surveying", or their derivatives shall not be included in the

corporate name for a corporation unless it is organized pursuant to G.S. 55B

or, if it is a foreign corporation, unless it complies with G.S. 55B-16,

provided that the words specified shall not be prohibited in any case where

such words are modified by another word or words in such manner as to indicate

activity other than the practice of land surveying by registered land surveyors

as defined in G.S. 89C-3(7).

(c)  The words "architecture",

"architectural", "architect", or their derivatives shall

not be included in the corporate name for a corporation unless it is organized

pursuant to G.S. 55B or, if it is a foreign corporation, unless it complies

with G.S. 55B-16, provided that the words specified shall not be prohibited in

any case where such words are modified by another word or words in such manner

as to indicate activity other than the practice of architecture as defined in

G.S. 83A-1(7) or landscape architecture as defined in G.S. 89A-1(c).

(d)  The word "co-op" shall not be included in a

corporate name in which the use of the word "cooperative" is

prohibited by G.S. 54-139.

(e)  When a document is submitted conferring a corporate

name containing the word "wholesale," unless the purpose clause of

the document indicates clearly that the corporation shall not engage in retail

sales, the Corporations Attorney shall not file the articles unless he finds,

pursuant to written assurance by the principals or their attorney, that the

corporation shall comply with G.S. 75-29.

(f)  The corporate name for a business corporation shall not

contain the word "realtor."

(g)  The corporate name for a business corporation shall not

contain the word "insurance" followed directly by a corporate ending

or the word "insurance" followed directly by a geographical

designation and a corporate ending.

 

History Note:        Authority G.S. 54-139; 55B-3; 55B-5;

55B-16; 55D-5; 55D-20; 55D-21; 57D-2-02; 57D-2-21; 57D-7-03; 59-103;

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 Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991; December

10, 1980.

 

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 limited liability

company", and "limited partnership" shall be disregarded in

determining if a proposed entity name is distinguishable upon the records of

the Secretary of State, provided that such words appear at the end of the

proposed entity name.  Such words shall not be disregarded in such

determination when they appear in the body, rather than at the ending, of the

proposed entity name.

(b)  Articles, conjunctions, prepositions, punctuation,

spaces, and the substitution of an Arabic numeral for a word shall be

disregarded in determining whether a proposed entity name is distinguishable

upon the records of the Secretary of State or otherwise permissible for use in a

proposed entity name.

 

History Note:        Authority G.S. 55D-5; 55D-20; 55D-21;

55D-22; 57D-1-30; 57D-2-21(a)(2); 59-103;

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 Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991.

 

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 fictitious

name as a condition of the issuance of a certificate of authority to transact

business in this State.

(b)  A foreign entity which has been granted authority to

transact business in this State, and which desires to add to or delete from a

fictitious name or to adopt a fictitious name in order to avoid or remove a

conflict over the use of a name, or which desires to change its assumed or

fictitious name, shall file an application for an amended certificate of

authority.

(c)  No fictitious name shall be filed with the Division

unless required by statute or rule.

 

History Note:        Authority G.S. 55-15-03; 55-15-04;

55A-15-03; 55A-15-04; 55D-5; 55D-21; 55D-22; 55D-24; 57D-7-03; 57D-7-03(a)(1);

57D-7-04; 59-103; 59-904; 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 Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991.