How to Get an North Carolina Certificate of Existence

If you want to apply for a business loan or carry out business in another state, you’ll likely need a North Carolina Certificate of Existence (COE). It’s also known as a Certificate of Good Standing/Certificate of Status/Certificate of Compliance depending on which state you’re in. This document is a way to prove your business complies with state law. Here’s what it shows and how you can get one.

What is a North Carolina Certificate of Existence?

A North Carolina Certificate of Existence is a document that confirms your business is legally registered in the state and that you’re permitted to do business there.

Which North Carolina office issues Certificates of Existence?

For companies in North Carolina, the North Carolina Secretary of State issues the COE.

What does a Certificate of Existence confirm?

A COE confirms that the business is in existence and is in compliance with state requirements. General compliance requirements include filing annual reports and paying franchise taxes.

What does a North Carolina COE contain?

A North Carolina COE contains the following information:

For a North Carolina domestic (in-state) entity:

• Date of incorporation
• Confirmation that the corporation is authorized to carry out business within the state of North Carolina and is in good legal standing (for corporations)
• Confirmation that the limited liability company (LLC) is allowed to conduct business in the state of North Carolina and is in good legal standing (for LLCs)
  

For a North Carolina foreign (out-of-state) entity (incorporated outside North Carolina):

• State of formation
• Entity name
• Date of registration
• Confirmation that the corporation is permitted to carry out business in North Carolina (for corporations)
• Confirmation that the LLC is in good legal standing and is authorized to carry out business in North Carolina (for LLCs)

Why might a business need a North Carolina Certificate of Existence?

Although it isn’t a legal requirement to have a COE to be in compliance, you may need one if you want to do any of the following:

• Registering to do business in another state: If you want to carry out business in another state, many states will require a COE to show your business is in good legal standing with your home state.
• Securing funding: When applying for funding from a bank, an investor, or the government, a COE is usually required to prove the legal status of your business.
• Opening a business bank account: Before you’re allowed to open a business bank account, you’ll usually be asked for a COE to show the status of your business.
• Buying business insurance: To take out insurance for your business, you may need to get a COE.
• Contract formation with state/other business: If you want to form contracts with other businesses or with the state, a COE will usually be necessary.
• Selling/transferring part or all of the business: If you’re looking into selling or transferring your business, a COE is important to show that your business is currently in good legal standing.
• Renewing certain permits and licenses: To renew permits and licenses for your company, a COE will often be required to prove the status of your business.

What North Carolina entities can obtain a COE?

You can get a COE if your company is a registered state entity, such as one of the following:

• LLC
• Business corporations
• Nonprofit corporations
• Limited partnerships
• Limited liability partnerships
• Limited liability limited partnership

Some entities aren’t required to register with the state and can’t get a COE:

• Sole proprietorships
• General partnerships

How to get a North Carolina Certificate of Existence

If you’ve decided you need to get a North Carolina COE, there are a few steps you need to take to get one.

Check to make sure your business is in compliance

The first step is to make sure that your business is in fact in compliance with the state laws, such as paying relevant taxes and filing annual reports. To check your status, you can search for your business on the Secretary of State website. If your status is Current-Active, this indicates that your business is in good legal standing. On the same page, you’ll also find a link to do your annual report filing if you need to.

Go to North Carolina’s business website to request a Certificate of Existence

In North Carolina you have lots of different options to get your COE:

• Online: To order your certificate online, go to the North Carolina Secretary of State website and follow the instructions to sign up, authenticate, and print the certificate. You’ll need a debit or credit card to pay for it.
• Mail: To order by mail, you need to provide your business name, return address, specific request, phone number, and payment to:
  North Carolina Secretary of State, Corporations Division
  P.O. Box 29622
  Raleigh, NC 27626-0622
• Email: To obtain your certificate by email, you’ll need to send your business name, specific request, phone number, and return address to corpinfo@sosnc.com. Once you’ve made the request, they’ll invoice you for the fee you need to pay.
• Fax: To get your COE by fax, send your business name, request, return address, and phone number on a fax cover sheet to (919) 814-5393. They’ll send you an invoice for the fee.
• Phone: To apply by phone, call (919) 814-5400 and specify your business name. They’ll be able to give you an idea of how long the current processing time is, and invoice you for the fees.
• In person: You can also apply in person by going to:
  2 South Salisbury St.
  Raleigh, NC 27601-2903

Make sure your Certificate of Existence will be valid for its intended use

If you think you might need a COE, check that it’s the type of certificate that you need for what you’re trying to do, and be sure that it will be valid when you need it. Although they don’t have an expiration date, some requesters may ask that you have received your certificate within the last 90 days.

Send to requesting party

When you’ve got your certificate, you can send it on to the requesting party. This could be the bank if you’re trying to open a business bank account, for example.

Conclusion

Compliance may not be simple to keep up with, especially when considering all the other aspects that make a business go round. At ZenBusiness, we understand that your business needs don’t stop after the business has been registered. ZenBusiness can keep you in good standing with our worry free compliance service. With this service, we not only help keep your business in compliance, but we can also secure a North Carolina Certificate of Existence for you if you need one; you just pay the state fees. And, if you don’t have worry-free compliance but still need a COE, our Certificate of Good Standing service can help.