The North Carolina Secretary of State’s Office recently mailed out “Notices of Grounds of Administrative Dissolution” to businesses which lacked one or more filed annual reports.  As you are probably aware, business corporations and limited liability companies which are approved to conduct business in the State by the N.C. Secretary of State are required to file annual reports with the Secretary of State.  Being delinquent on filing the annual reports is grounds for administrative dissolution.  If a business is administratively dissolved, the business no longer has what is referred to as the “corporate shell” which could create personal liability for the owners, board of directors and officers of the business.

The Secretary of State’s Office is required by law to notify businesses of the grounds for administrative dissolution and provide the businesses sixty (60) days to correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground does not exist.

There is continuing confusion of what actually is required to be filed with the Secretary of State and when it is to be filed.  Unfortunately, the law which outlines the requirements creates some of the confusion.  The easiest tip to remember is that each business corporation is required to file an annual report by the 15th day of March of each year.  Many businesses may fail to file their initial filing or a later filing and think everything is fine until they receive a notice later.

If your business received a Notice recently from the N.C. Secretary of State’s Office or if you have questions regarding what and when to file, please feel free to contact us.  We will be happy to help answer your questions.