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.
