The Importance of Filing Annual Reports with the N.C. Secretary of State
North Carolina law requires corporations and limited liability companies to file an annual report with the Secretary of State on or before April 15th of each year following creation. The information contained in the annual report includes, among other things, the name of the corporate entity, the nature of its business, and current information regarding its registered agent, principal office, and its officers, members, or managers.
The annual report is separate from the documents required to initially form a corporation or a limited liability company. Although this requirement is regarded as a fundamental corporate formality, many companies neglect to do so and failing to file an annual report can result in a company being administratively dissolved by the Secretary of State.
The consequences of an administrative dissolution are very important to consider. The powers and privileges conferred upon a corporation or limited liability company by the articles of incorporation or the articles of organization effectively terminate with an administrative dissolution. Any actions of an administratively dissolved corporate entity are legally invalid and have no effect until reinstatement from the Secretary of State.
The Secretary of State is required to notify the corporate entity if it fails to timely file an annual report. If the Secretary of State does not receive an annual report within 120 days, there is a presumption that the report is delinquent. After an annual report is delinquent, the Secretary of State may administratively dissolve the corporate entity. However, after an administrative dissolution, a corporate entity has up to five years to file its past due reports and thereby regain its status as if it had never been lost.
An overview of the process and a detailed set of instructions for filing annual reports can be found by accessing the following link to the Secretary of State’s website: