North Carolina General Statutes 55D-10. Filing requirements
(a) To be entitled to filing by the Secretary of State under Chapter 55, 55A, 55B, 57D, or 59 of the General Statutes, a document must satisfy the requirements of this section, and of any other section of the General Statutes that adds to or varies these requirements.
(b) The document must meet all of the following requirements:
(1) The document must be one that is required or permitted by Chapter 55, 55A, 55B, 57D, or 59 of the General Statutes to be filed in the office of the Secretary of State.
Terms Used In North Carolina General Statutes 55D-10
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- following: when used by way of reference to any section of a statute, shall be construed to mean the section next preceding or next following that in which such reference is made; unless when some other section is expressly designated in such reference. See North Carolina General Statutes 12-3
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- seal: shall be construed to include an impression of such official seal, made upon the paper alone, as well as an impression made by means of a wafer or of wax affixed thereto. See North Carolina General Statutes 12-3
- state: when applied to the different parts of the United States, shall be construed to extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall be construed to include the said district and territories and all dependencies. See North Carolina General Statutes 12-3
(2) The document must contain the information required by Chapter 55, 55A, 55B, 57D, or 59 of the General Statutes for that document. It may contain other information as well.
(3) The document must be typewritten, printed, or in an electronic form acceptable to the Secretary of State.
(4) The document must be in the English language. A name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence or a document of similar import required of foreign corporations, foreign nonprofit corporations, foreign limited liability companies, and foreign limited liability partnerships need not be in English if accompanied by a reasonably authenticated English translation.
(5) A document submitted by an entity must be executed by a person authorized to execute documents (i) under N.C. Gen. Stat. § 55-1-20 if the entity is a domestic or foreign corporation, (ii) under N.C. Gen. Stat. § 55A-1-20 if the entity is a domestic or foreign nonprofit corporation, (iii) under N.C. Gen. Stat. § 57D-1-20 if the entity is a domestic or foreign limited liability company, (iv) under N.C. Gen. Stat. § 59-204 if the entity is a domestic or foreign limited partnership, or (v) under N.C. Gen. Stat. § 59-35.1 if the entity is any other partnership as defined in N.C. Gen. Stat. § 59-36 whether or not formed under the laws of the State.
(6) The person executing the document must sign it and state beneath or opposite the person’s signature, the person’s name, and the capacity in which the person signs. Any signature on the document may be a facsimile or an electronic signature in a form acceptable to the Secretary of State. The document may but need not contain a seal, attestation, acknowledgment, verification, or proof.
(7) If the Secretary of State has prescribed a mandatory form for the document, the document must be in or on the prescribed form.
(8) The document must be delivered to the office of the Secretary of State for filing and must be accompanied by the applicable fees. (1955, c. 1371, s. 1; 1967, c. 13, s. 1; c. 823, s. 16; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.1(a); 1991, c. 645, s. 15; 1999-369, s. 1.1; 2001-358, ss. 3(a), 4; 2001-387, ss. 173, 175(a); 2001-413, s. 6; 2013-157, s. 7.)