1E.0103 Registration with The North Carolina State Bar

Note: Entire rule replaced. You can read the current version of the rule on our website. 

(a) Registration of Professional Corporation - At least one of the incorporators of a professional corporation shall be an attorney at law duly licensed to practice in North Carolina. Prior to filing the articles of incorporation with the secretary of state, the incorporators shall file with the secretary of the North Carolina State Bar (i) an executed copy of the articles of incorporation, (ii) a registration fee of $50, and (iii) an application for a certificate of registration for a professional corporation verified by all incorporators. The application must include:

(1) the name and address of each person who will be an original shareholder or an employee who will practice law for the corporation in North Carolina;

(2) the name and address of at least one person who is an incorporator;

(3) the name and address of at least one person who will be an original director;

(4) the name and address of at least one person who will be an original officer, along with a statement that all such persons are duly licensed to practice law in North Carolina;

(5) the name, address, and license information of each original shareholder who is not licensed to practice law in North Carolina, but who will perform services on behalf of the corporation in another jurisdiction in which the corporation maintains an office; and

(6) certify that all such persons are duly licensed to practice law in the appropriate jurisdiction and that the corporation will be conducted in compliance with the Professional Corporation Act and these regulations.

(b) Certificates Issued by Secretary and Council - The secretary shall review the articles of incorporation for compliance with the laws relating to professional corporations and these regulations. If the secretary determines that all persons who will be original shareholders are active members in good standing with the North Carolina State Bar, and that the articles of incorporation conform with the laws relating to professional corporations and these regulations, the secretary shall:

(1) execute the certification for professional corporation by the North Carolina State Bar Council and transmit the executed certification via electronic mail to the incorporator for filing the certification with the secretary of state;

(2) retain the executed articles of incorporation, the application, and the certification of council in the office of the North Carolina State Bar as a permanent record; and

(3) issue a certificate of registration to the professional corporation to become effective upon the effective date of the articles of incorporation after said articles are filed with the secretary of state.

(c) Registration of a Professional Limited Liability Company - At least one of the persons executing the articles of organization of a professional limited liability company shall be an attorney duly licensed to practice law in North Carolina. Prior to filing the articles of organization with the secretary of state, the persons executing the articles of organization of a professional limited liability company shall file with the secretary of the North Carolina State Bar (i) an executed copy of the articles of organization, (ii) a registration fee of $50, and (iii) an application for certificate of registration for a professional limited liability company. The application must include:

(1) the name and address of each original member or employee who will practice law for the professional limited liability company in North Carolina;

(2) the name and address of at least one person executing the articles of organization;

(3) the name and address of at least one person who will be an original manager and a statement that all such persons are duly licensed to practice law in North Carolina;

(4) the name, address, and license information of each original member who is not licensed to practice law in North Carolina but who shall perform services on behalf of the professional limited liability company in another jurisdiction in which the professional limited liability company maintains an office; and

(5) certify that all such persons are duly licensed to practice law in the appropriate jurisdiction. The application shall include a representation that the professional limited liability company will be conducted in compliance with the North Carolina Limited Liability Company Act and these regulations.

(d) Certificates Issued by the Secretary and Council - The secretary shall review the articles of organization for compliance with the laws relating to professional limited liability companies and these regulations. If the secretary determines that all persons who will be original members are active members in good standing with the North Carolina State Bar and the articles of organization conform with the laws relating to professional limited liability companies and these regulations, the secretary shall:

(1) execute the certification for professional limited liability company by the North Carolina State Bar Council and transmit the executed certification via electronic mail to the organizer for filing with the secretary of state;

(2) retain the executed copy of the articles of organization, the application, and the certification in the office of the North Carolina State Bar as a permanent record; and

(3) issue a certificate of registration to the professional limited liability company to become effective upon the effective date of the articles of organization after said articles are filed with the secretary of state.

(e) Refund of Registration Fee - If the secretary is unable to make the findings required by Paragraph (b) or (d) of this Rule above, the secretary shall refund the $50 registration fee.

(f) Expiration of Certificate of Registration - The initial certificate of registration for either a professional corporation or a professional limited liability company shall remain effective through June 30 following the date of registration.

(g) Renewal of Certificate of Registration - The certificate of registration for either a professional corporation or a professional limited liability company shall be renewed on or before July 1 of each year upon the following conditions:

(1) Renewal of Certificate of Registration for Professional Corporation - All renewal applications must be completed online through the responsible attorney’s member portal. The renewal application must include the names and addresses of all of the shareholders and employees of the corporation who practice law in North Carolina on behalf of the professional corporation, the name and address of at least one officer and one director of the professional corporation, and certify that all such persons are duly licensed to practice law in the state of North Carolina. The responsible attorney shall further certify that the corporation has complied with these regulations and the provisions of the Professional Corporation Act. Such application shall also:

(A) set forth the name, address, and license information of each shareholder who is not licensed to practice law in North Carolina, but who performs services on behalf of the corporation in another jurisdiction in which the corporation maintains an office; and

(B) certify that all such persons are duly licensed to practice law in the appropriate jurisdiction. Upon a finding by the secretary that all shareholders are active members in good standing with the North Carolina State Bar, the secretary shall renew the certificate of registration or recommend conversion to an Interstate/International Law Firm;

(2) Renewal of Certificate of Registration for a Professional Limited Liability Company - All renewal applications must be completed online through the responsible attorney’s member portal. The renewal application must include the names and addresses of all of the members and employees of the professional limited liability company who practice law in North Carolina on behalf of the professional limited liability company, the name and address of at least one manager, and certify that all such persons are duly licensed to practice law in the state of North Carolina. The responsible attorney must further certify that the professional limited liability company has complied with these regulations and the provisions of the North Carolina Limited Liability Company Act. Such application shall also:

(A) set forth the name, address, and license information of each member who is not licensed to practice law in North Carolina but who performs services on behalf of the professional limited liability company in another jurisdiction in which the professional limited liability company maintains an office; and

(B) certify that all such persons are duly licensed to practice law in the appropriate jurisdiction. Upon a finding by the secretary that all members are active members in good standing with the North Carolina State Bar, the secretary shall renew the certificate of registration or recommend conversion to an Interstate/International Law Firm;

(3) Renewal Fee - The fee to renew a certificate of registration for either a professional corporation or a professional limited liability company is $25;

(4) Refund of Renewal Fee - If the secretary is unable to make the findings required by Subparagraphs (g)(1) or (g)(2) of this Rule, the secretary shall refund the $25 renewal fee;

(5) Failure to Apply for Renewal of Certificate of Registration - In the event a professional corporation or a professional limited liability company fails to complete the online renewal process and pay the renewal fee within 30 days following the expiration date of its certificate of registration, the certificate of registration for the delinquent professional corporation or professional limited liability company shall be suspended and the secretary of state will be notified of the suspension of said certificate of registration;

(6) Reinstatement of Suspended Certificate of Registration - A certificate of registration may be renewed online through the end of the calendar year in which it was suspended. To reinstate a certificate in a subsequent year, a professional corporation or a professional limited liability company must complete a reinstatement application. Upon receipt of a completed application for reinstatement, together with the required reinstatement fee and any outstanding renewal and late fees, the secretary shall reinstate the suspended certificate by updating the records of the State Bar and providing notice of the reinstatement to the secretary of state; and

(7) Inactive Status Pending Dissolution - If a professional corporation or professional limited liability company notifies the State Bar in writing that the organization is no longer practicing law and is winding down the operations and financial activities of the organization, no renewal fee or late fee shall be owed and the organization shall be moved to inactive status for a period of not more than one year. If, at the end of that period, a copy of the articles of dissolution has not been filed with the State Bar, the secretary of the State Bar shall suspend the organization as set forth in Subparagraph (g)(5) of this Rule.

(h) Non-Profit Corporations Offering Legal Services – Non-profit corporations that provide indigent legal services and maintain tax-exempt status under 26 U.S.C. §501(c)(3) are not required to register with the North Carolina State Bar.

(i) Domestic Limited Liability Partnerships – Limited Liability Partnerships formed under North Carolina law and engaged in the provision of legal services within the state are not required to register with the North Carolina State Bar.