SUBCHAPTER 08K - PROFESSIONAL CORPORATIONS AND PROFESSIONAL
LIMITED LIABILITY COMPANIES
SECTION .0100 - GENERAL PROVISIONS
21 NCAC 08K .0101 FORMATION AND REGISTRATION
History Note: Authority G.S. 55B‑4; 55B‑10;
93‑8;
Eff. February 1, 1976;
Readopted Eff. September 26, 1977;
Amended Eff. June 1, 1985; October 1, 1984;
Repealed Eff. March 1, 1987.
21 NCAC 08K .0102 REGISTRATION
History Note: Authority G.S. 93‑8; 93‑12(3);
Eff. February 1, 1976;
Readopted Eff. September 26, 1977;
Amended Eff. October 1, 1984;
Repealed Eff. June 1, 1985.
21 NCAC 08K .0103 SUSPENSION AND REVOCATION
History Note: Authority G.S. 55B‑12; 93‑8;
93‑12(3);
Eff. February 1, 1976;
Readopted Eff. September 26, 1977;
Amended Eff. October 1, 1984;
Repealed Eff. March 1, 1987.
21 ncac 08K .0104 REGISTRATION AND RENEWAL
(a) Domestic CPA professional corporations or professional
limited liability companies must be formed and all CPA professional
corporations or professional limited liability companies must be operated in
accordance with the requirements set out in G.S. 55B and 57C. Before any CPA
professional corporation or professional limited liability company can offer to
perform or perform any professional services in this state, it must register
with the Board.
(b) Initial registration.
(1) Domestic CPA Corporation or Professional
Limited Liability Company. In order to register initially with this Board, the
incorporators of a domestic CPA corporation or professional limited liability
company, prior to incorporation of the CPA firm, must:
(A) prepare and file with the Board the articles of
incorporation along with any supporting documents and appropriate checks for
fees payable to the Secretary of State;
(B) complete and file with the Board the application for
professional corporation or professional limited liability company registration
form along with any supporting documents; and
(C) pay to the Board an initial registration fee of
fifty dollars ($50.00).
(2) Foreign CPA Corporation or Foreign Limited
Liability Company. To register initially with the Board, the officers of a
foreign corporation or foreign limited liability company, prior to performing
services or offering to perform services in North Carolina, must submit to the
Board:
(A) on an application for registration form provided by
the Board, a list of its present shareholders or members and the state or
territory issuing the CPA certificate, or the equivalent, of each shareholder
or member and the number of each certificate or equivalent; and
(B) the documents required by G.S. 55-15-01(a) and
57C-7.
(c) In addition to its initial registration, every CPA
corporation or professional limited liability company, whether domestic or
foreign, must register annually pursuant to 21 NCAC 08J .0108.
(d) The application for registration by a CPA corporation
or professional limited liability company shall provide the following
information:
(1) the name and address of the professional
corporation or professional limited liability company;
(2) the address of each office operated or
maintained by the corporation or professional limited liability company;
(3) the names and addresses of all the
officers, directors, shareholders, or members; and
(4) the names and addresses of all the
employees and managers of the corporation or professional limited liability
company licensed by the Board under the provisions of G.S. 93.
History Note: Authority G.S. 55B-11; 57C-1; 57C-2;
59-84.2; 93-8; 93-12(7b); 93-12(8c);
Eff. February 1, 1976;
Readopted Eff. September 26, 1977;
Amended Eff. July 1, 2010; April 1, 1999; April 1, 1994;
April 1, 1991; May 1, 1989; August 1, 1988;
Pursuant to G.S. 150B-21.3A, rule is necessary without
substantive public interest Eff. October 28, 2014.
21 NCAC 08K .0105 SUPPLEMENTAL REPORTS
Professional corporations or professional limited liability
companies registered with the Board pursuant to G.S. 55B and 57C shall file a certified
copy of all amendments to the articles of incorporation or articles of
organization prior to the effective date of each amendment.
History Note: Authority G.S. 55B-10; 57C-2-01; 93-8;
93-12(8a);
Eff. February 1, 1976;
Readopted Eff. September 26, 1977;
Amended Eff. February 1, 2011; April 1, 1999; April 1, 1994;
April 1, 1991; May 1, 1989;
Pursuant to G.S. 150B-21.3A, rule is necessary without
substantive public interest Eff. October 28, 2014.
21 NCAC 08K .0106 FEES
History Note: Authority G.S. 55B‑11; 55B‑12;
93‑12(3);
Eff. February 1, 1976;
Readopted Eff. September 26, 1977;
Amended Eff. May 1, 1984;
Repealed Eff. March 1, 1987.
SECTION .0200 ‑ PRACTICE PROCEDURES OF PROFESSIONAL
CORPORATIONS AND PROFESSIONAL LIMITED LIABILITY COMPANIES
21 NCAC 08K .0201 CORPORATE AND PROFESSIONAL LIMITED
LIABILITY COMPANY NAMES
(a) The corporate name of a professional corporation
registered under these Rules shall contain the wording "corporation,"
"incorporated," "limited," "company,"
"professional corporation," or "professional association,"
or an abbreviation of one of the foregoing: "Corp.,"
"Inc.," "Ltd.," "Co.," "P.C.," or
"P.A."
(b) The corporate name of a professional limited liability
company registered under these Rules shall contain the wording
"professional limited liability company," "professional ltd.
liability co.," "professional limited liability co.," or
"professional ltd. liability company," or an abbreviation of one of
the foregoing: "P.L.L.C." or "PLLC."
(c) The use of "CPA" or "Certified Public
Accountant(s)" in the corporate name is encouraged, but not required. Any
name shall also meet the requirements in 21 NCAC 8N .0302 and .0307.
History Note: Authority G.S. 55B-5; 55B-12; 57C-1;
57C-2;
Eff. February 1, 1976;
Readopted Eff. September 26, 1977;
Amended Eff. April 1, 1994; May 1, 1989; December 1, 1988;
April 1, 1988;
Pursuant to G.S. 150B-21.3A, rule is necessary without
substantive public interest Eff. October 28, 2014.
21 NCAC 08K .0202 LICENSING OF SHAREHOLDERS
History Note: Authority G.S. 55B‑6; 93‑8;
93‑12(2);
Eff. February 1, 1976;
Readopted Eff. September 26, 1977;
Repealed Eff. March 1, 1987.
21 NCAC 08K .0203 LICENSING OF DIRECTORS
History Note: Authority G.S. 93‑8; 93‑12(3);
Eff. February 1, 1976;
Readopted Eff. September 26, 1977;
Repealed Eff. August 24, 1981.
21 NCAC 08K .0204 LICENSING OF INCORPORATORS
21 NCAC 08K .0205 TERMINATION OF INTEREST IN CORPORATION
21 NCAC 08K .0206 DECEASED SHAREHOLDERS' INTERESTS
21 NCAC 08K .0207 RENDERING OF CORPORATE SERVICES
21 NCAC 08K .0208 PROHIBITIONS
History Note: Authority G.S. 55B‑4; 55B‑6;
55B‑7; 55B‑8; 55B‑14; 93‑8; 93‑12(2); 93‑12(3);
Eff. February 1, 1976;
Readopted Eff. September 26, 1977;
Repealed Eff. March 1, 1987.
SECTION .0300 - REGISTERED LIMITED LIABILITY PARTNERSHIPS
21 NCAC 08K .0301 REGISTERED LIMITED LIABILITY
PARTNERSHIPS
(a) Any Registered Limited Liability Partnership created
pursuant to and in compliance with G.S. 59 shall also comply with all
accountancy laws and rules pertaining to partnerships.
(b) Before any CPA registered limited liability partnership
may perform or offer to perform any professional services in this state, it shall
file with the Board the certificate of registration of the Secretary of State
and appropriate fees payable to the Secretary of State.
History Note: Authority G.S. 59-84.2; 59-84.3; 93-12;
Temporary Adoption Eff. October 1, 1993 for a period of
180 days or until the permanent rule becomes effective, whichever is sooner;
Eff. April 1, 1994;
Amended Eff. August 1, 1998;
Pursuant to G.S. 150B-21.3A, rule is necessary without
substantive public interest Eff. October 28, 2014.