Category: business law

Registered Agent for your North Carolina Business – Can you be your own Registered Agent?

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Categories: business law, North Carolina, registered agent

This is one of a series of articles by our law firm on the topic of registered agents. For more articles on this topic, click here to access the “Registered Agent” category of articles, or select a title below.

More articles coming soon!

businessman registered agent Can You Be

First, whose Registered Agent are we referring to? We’re talking about a corporation or a limited liability company, so we mean the business entity you might own or manage, and the legal requirement in North Carolina that it have a Registered Agent (all sometimes called an “RA”).

Second, what “you” are we referring to when we ask about eligibility to be the RA? The answer to this question makes a big difference.

Can an owner, shareholder, member, or officer of a corporation or limited liability company be the RA for that business entity? Yes, as long as they reside in NC and their business address is identical to the registered agent office listed.

Can a staff member or “regular employee” of a corporation or limited liability company be the RA for that business entity? Yes, as long as they reside in NC and their business address is identical to the registered agent office listed.

Can someone not affiliated with the corporation or limited liability company in any other way be the RA for the business entity? Yes, as long as they reside in NC and their business address is identical to the registered agent office listed.

Can a corporation or business entity serve as the RA for itself? Apparently not. Interestingly, North Carolina’s statutes do not appear to directly rule this out. However, we have witnessed instances in which the NC Secretary of State has rejected attempts by business entities to do this. You can argue both sides of the question, but unless the North Carolina Secretary of State’s office changes its position (voluntarily or due to a court ruling), if you want a corp. or LLC to be your Registered Agent, it will need to be a properly qualified different corp. or LLC as your Registered Agent.

The bottom line: it’s vitally important to have a Registered Agent who is compliant and reliable.

(In case you were wondering, yes, our law firm does serve as a registered agent in both North Carolina and South Carolina, feel free to reach out to us if you’d like to know more by clicking here or calling us at 800.481.2180.)

Registered Agent for your North Carolina Business – Who Can be the Registered Agent

Posted on by g83js92js91
Categories: business law, North Carolina, registered agent

This is one of a series of articles by our law firm on the topic of registered agents. For more articles on this topic, click here to access the “Registered Agent” category of articles, or select a title below.

More articles coming soon!

Who / what can be the Registered Agent for a business in North Carolina?

See further down past the table for additional information and clarifications.
Can you “be your own RA”? Stayed tuned for our next article to find out.

WhoCan RA chart

Are the laws / rules summarized above the same for “domestic” North Carolina LLCs and corporations as well as “foreign” LLCs and corporations registering or registered in NC? Yes.

The table above says that if the RA is an LLC or a corporation, it has to be an “active” one – what does that mean? This is best interpreted to mean that the LLC or corporation serving as Registered Agent itself must be (and remain) in good standing with the North Carolina Secretary of State Corporations Division. For example, the LLC or corporation serving as Registered Agent should NOT be or become administratively dissolved or under a state of suspension due to tax issues with the North Carolina Department of Revenue.

Does this mean my company can be its own Registered Agent? Great question! Click here to read about that.

Does this mean I, as an owner, officer, and/or manager can be the Registered Agent? Maybe, but even when the answer is “Yes”, that may not be the best idea. Click here for more information.

What about the reference to the “registered office”? Click here to understand the Registered Office requirements.

Are these laws / rules the same for all of North Carolina? Yes. The laws and rules on this issue are the same whether your business or Registered Agent is located in Ashville, Boone, Cary, Charlotte (or anywhere else in the “Great State of Mecklenburg”), Durham, Fayetteville, Greensboro, Raleigh, Wilmington, or any point in between in our State.

The consequences of not having a Registered Agent or not having a legally compliant RA will be explored in another article, but suffice it to say that your LLC, corporation, or other relevant business entity can suffer significant loss of legal rights and even end up with a court order, judgment, or other legal decree against it.

The bottom line: it’s vitally important to have a Registered Agent who is compliant and reliable.

(In case you were wondering, yes, our law firm does serve as a registered agent in both North Carolina and South Carolina, feel free to reach out to us if you’d like to know more by clicking here or calling us at 800.481.2180.)

Registered Agent for your North Carolina Business – What your Mandatory Registered Agent Does

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Categories: business law, North Carolina, registered agent

logo(In case you were wondering, yes, our law firm does serve as a registered agent in both North Carolina and South Carolina, feel free to reach out to us if you’d like to know more by clicking here or calling us at 800.481.2180.)

We break this short, user-friendly article down into two (2) sections: the legalities and the practicalities.

THE LEGALITIES

By way of North Carolina law, a Registered Agent (sometimes referred to as the “RA”) can be served with “service of process, notice or demand required or permitted by law to be served on an entity”. The entity being referred to here will be one of the following business entities registered with / on file to do business in N.C.:

(A) a domestic (North Carolina) business corporation, nonprofit corporation, limited liability company, limited partnership, or limited liability partnership; or
(B) a foreign corporation, nonprofit corporation, limited liability company, limited partnership, or limited liability partnership.

Thus, a Registered Agent’s primary legal duty is to receive any of the items listed above which can be served on a North Carolina LLC, corporation, or other business entity via the RA. This is true regardless of whether your business or Registered Agent is located in Asheville, Boone, Cary, Charlotte (or anywhere else in the “Great State of Mecklenburg”), Durham, Fayetteville, Greensboro, Raleigh, Wilmington, or any point in between in our State.

 

THE PRACTICALITIES

We lawyers at McGrath & Spielberger know that sometimes attorneys – to the detriment of their clients – don’t focus enough on the practical aspects of doing business and the day-to-day, real world ways in which the law impacts businesses and business owners. Let’s not fall into that trap – instead let’s go ahead and discuss some key practical and logistical factors relating to Registered Agents in North Carolina.

• What’s the #1 quality you need in a Registered Agent? Reliability.
• Why? Because, practically, if that Registered Agent doesn’t effectively process any of those notice-type items which it receives, you may have a problem.
• Your RA needs to get you these items to you immediately, in full, and preferably via multiple methods.

The consequences of not having a reliable RA will be explored in another article, but suffice it to say that your LLC, corporation, or other relevant business entity can suffer significant loss of legal rights and even end up with a court order, judgment, or other legal decree against it if your RA isn’t effectively and efficiently handling its duties.

The bottom line: it’s vitally important to have a Registered Agent who is compliant and reliable.

This is one of a series of articles by our law firm on the topic of registered agents. For more articles on this topic, click here to access all the “Registered Agent” category of articles or select a title below.

How Do You Expand Your Company Into North Carolina From Another State?

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Categories: business law, Business Law & Contracts, Charlotte, Jason A McGrath, Jason McGrath News / Media, North Carolina, small business
As a business law attorney, one of the most frequent questions I am asked is some variation of “How do I transfer or expand my out-of-state company to North Carolina?” I’ll address the most common scenarios and the reasonable options available. I’m using South Carolina as the “other” state for example purposes, since we also practice in SC. However, the same general process is true regardless of which state your company originated in.Scenario B: “I live in South Carolina, which is where my company is and will be based, but I want to expand my region of operations to include North Carolina. What should I do and how do I do it?”

Option 1: keep your South Carolina LLC open and register it with the State of North Carolina as a foreign business authorized to transact in North Carolina. You’d obtain a “Certificate of Good Standing” or similar from Florida. You then provide that to the Secretary of State for North Carolina as part of your North Carolina Application for Certificate of Authority (to conduct business in North Carolina). Assuming you are approved by NC, you’re now good to go to conduct business in both states, or either state, and you can have your principal place of business in either state. You will likely be required to pay annual fees to each state and file taxes in each state, which are important factors to consider.

Option 2: start an affiliated company or subsidiary in North Carolina. In certain specific instances, you may keep your South Carolina LLC open, and instead of registering it with North Carolina, you’d prefer to create and register a separate but related business entity in North Carolina. This is typically referred to as a “subsidiary” or an “affiliated company”. You will likely be required to pay annual fees to each state and file taxes in each state, which are important factors to consider.

Additional notes. Under any of the above options, you’ll have to have a registered agent with a “continuous presence” in NC. Many law firms (like mine) agree to provide that service for a small annual fee, but your company’s “RA” doesn’t have to be a business lawyer or law firm. Of course, we also provide the very services needed to transfer your business overall.

These actions can be accomplished without an attorney, but you should at least consider consulting with an attorney any time you make a significant change to your business entity. Good luck!

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Carolina Contracts: Contractual “Recitals”

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Categories: business law

Here are some of the key points contained in the video:

• Recitals often follow the introductory paragraph of a contract.

• Recitals can play a very important role later on if there is a lawsuit.

• Recitals often show the purpose of a contract.

• Be careful and make sure the Recitals contain proper information.

If you have a contract matter in North Carolina, South Carolina, Georgia, Florida or Tennessee, we invite you to fill out our confidential potential client intake form.

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Decision On An Arbitration Provision In A Contract

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Categories: arbitration, business law, Business Law & Contracts, Business Law Disputes, Continuing Series, contract law, contracts, Jason A McGrath, lawsuit, Litigation, North Carolina, series, video
Attorney Jason McGrath discusses some items to consider when deciding to include an arbitration provision in a contract matter in this short video.

Watch here > https://youtu.be/rOPNhRSSLVE

Here are some of the key points contained in the video:

⬤  Arbitration: do you prefer arbitration or a formal court case if there is a dispute?

⬤  The intent of an arbitration provision in a contract is to avoid a formal court case.

⬤  Arbitration provisions are, in general, enforceable and typically will be binding in the same way that a civil court judgment can be enforced.

⬤  There are ways to appeal an arbitration decision but they are limited.

⬤  Arbitration is usually less expensive than a formal court case.

⬤  You should talk to an attorney for advice when considering including an arbitration provision to your business contract.

If you need legal services in North Carolina, South Carolina, Georgia, Florida, Ohio, or Tennessee we invite you to fill out our confidential client form for possible legal assistance.

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Arbitration Agreement: How to Get to Arbitration if A Lawsuit Was Filed First

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Categories: arbitration, business law, Business Law & Contracts, Business Law Disputes, contract law, contracts, Jason A McGrath, lawsuit, Litigation, North Carolina, video
Attorney Jason McGrath shares some items to consider when your contract has an arbitration provision but the other party has already filed a formal lawsuit in the court system in this short video.

Click this link to view on YouTube https://youtu.be/J23FU7EDFB0, or watch below.

 

Here are some of the key points contained in the video:

What do you do if the other party has already filed a formal lawsuit in the court system?

  1. You go to the other side and point out that there is an arbitration clause in the contract and demand it be honored.
  2. If the other side refuses to halt the lawsuit and go to arbitration, you file a motion asking the court to dismiss or stay the lawsuit and order arbitration.
  3. This type of a motion needs to be filed before the case goes to far in the formal court system.
  4. If the court believes the arbitration clause to be valid, it will typically order arbitration and halt the lawsuit in the meantime.
  5. More often than not, arbitration clauses are enforced by courts.

You should get advice from an attorney to assist in handling litigation issues like arbitration.

If you need legal services in North Carolina, South Carolina, Georgia, Florida, Ohio, or Tennessee we invite you to fill out our confidential client form for possible legal assistance.

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Interrogatories – How They Generally Work

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Categories: attorney, business, business law, Business Law & Contracts, Business Law Disputes, interrogatories, Jason A McGrath, lawsuit, lawyer, Litigation, NC Rules of Civil Procedure, small business

Attorney Jason McGrath explains “Interrogatories” during litigation and how they generally work in a lawsuit in this short video.

Click here to watch on YouTube  – https://youtu.be/s923VxHdLyE

Here are some of the key points contained in the video:

  1. Interrogatories are a list of written questions.
  2. The receiving party is to respond, typically within 30 days, to the questions or file an objection or series of objections.
  3. There is a rule limiting the number of questions that may be asked.
  4. The responses should be evaluated by the party that initiated the Interrogatories for accuracy and completeness and these issues can be questioned within the court system.

If you need legal services in North Carolina, South Carolina, Georgia, Florida, Ohio, or Tennessee we invite you to fill out our confidential client contact form for possible legal assistance.

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Follow the Contract’s Arbitration Clause or File a Lawsuit?

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Categories: arbitration, arbitration clause, business law, Business Law & Contracts, Business Law Disputes, contract law, contracts, Dispute, Jason A McGrath, lawsuit, North Carolina, series

Attorney Jason McGrath explains some things to consider when deciding whether to follow a contract’s arbitration clause or file a lawsuit in this short video.

Click here to watch on YouTube or watch the video below.

Here are some of the key points contained in the video:

  • How do you end up in arbitration vs. in court?
  • Typically, someone has to decide – do we follow the arbitration clause or just file a lawsuit?
  • Parties usually just file a formal lawsuit as if there is no arbitration clause.
  • There can be some negatives to ignoring the arbitration clause.

You should have your attorney take a look at the contract and then make a careful decision on how to proceed based on a through legal analysis of your case and the contract.

If you need legal services in North Carolina, South Carolina, Georgia, Florida, Ohio, or Tennessee we invite you to fill out our confidential client form for possible legal assistance.

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What Factors Should You Consider When Starting a Business?

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Categories: business law, corporation, forming business, Life and the Law, limited liability, llc, North Carolina, online legal services, partnership, s corporation, single member llc, start-up business
Startup Business People Group 251096971When you decide to start a business venture, there are a myriad of things to consider.  You have possibly already chosen the purpose of your venture and what it is you are going to make, do, or sell.  You have probably also played around with what to name your business.  Now what?  Where do you go from here?

We regularly assist small business owners, especially start-up businesses, walking them through the steps that need to be taken in order to make the business official and legal.  There are many ways a business can be organized and there are non-tax factors, tax factors, and state statutory requirements that need to be taken into consideration when embarking on this exciting journey of starting a business.

This article focuses on a few of the non-tax factors that need to be considered.  A follow-up article will discuss the tax factors of organizing your business.  Much of the information in this article relates to the laws in a majority of jurisdictions along with examples of specific instances where North Carolina law is different from the majority of jurisdictions.  The statutory requirements of starting a business are state specific, therefore it is important to seek the assistance of a professional who knows the law in your jurisdiction.  There are also state and local licensing as well as registration requirements that will need to be met depending on the jurisdiction your business will be located in.

In the tables below the entities are listed from the broadest/most flexible to the most restrictive.

limited liability3 pt 1

Limited liability is probably the most sought after attribute of business owners forming a new business venture.  New business owners wish to protect their personal assets from the claims of business creditors.  This can usually be achieved by organizing the venture under a state law that limits the owners’ liability to the amount of capital the owner has invested in the entity.  Be very careful when capitalizing the business and applying for loans.  Some lenders may require that the owner(s) of the business provide a personal guarantee for the business obligations, thereby making the owner liable to those creditors of the business and defeating the purpose of the limitation of liability.

management and control1 pt 2
capital structure pt 3
transferability of interests pt 4
transferability of interests pt 4 1

The business lawyers McGrath & Spielberger, PLLC assists clients with all sorts of tax, business, and estate planning matters in North Carolina.  Click here to contact us about your tax, business, or estate planning matter today.