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Licensed professional? Level up your business with North Carolina professional corporation! Enjoy unique benefits like North Carolina LLC, such as limited liability, tax perks, and a polished image. Our step-by-step guide unravels the essentials for smooth compliance and the right fit. LLCBase has your back with expert guidance, so make an informed decision and triumph in North Carolina with your professional corporation today!
This guide will review the requirements for starting a professional corporation in North Carolina, explore the advantages and disadvantages of this business structure, and help you determine if it is the right fit for your business goals.
On this page, you’ll learn about the following:
- What is a Professional Corporation
- Starting a Professional Corporation in North Carolina: A Guide
- Step 1: Appointment of Registered Agent
- Step 2: Choosing the Name of the Corporation
- Step 3: Drafting of By-laws
- Step 4: Appointment of Board of Directors
- Step 5: Conduction of Board Meetings
- Step 6: Issuance of Corporate Shares
- Step 7: Comply with State Requirements
- Step 8: Filing of Statement of Information
- Step 9: Getting Tax Permits from the State
- Step 10: Opening of a Bank Account
- Fees Associated with Professional Corporation in North Carolina
- Taxation of Professional Corporations
- Alternatives to Professional Corporations in North Carolina
- FAQs
What is a Professional Corporation
A Professional Corporation (P.C.) is a unique type of corporation designed for licensed professionals, such as doctors, dentists, lawyers, architects, and accountants. Forming a P.C. allows licensed professionals to offer their services through a corporate structure, providing them with the benefits of a traditional corporation, such as limited liability protection and tax advantages. Forming a professional corporation in North Carolina is a popular choice due to the thriving professional landscape and business-friendly environment. When starting a professional corporation, choose a reliable formation service in North Carolina.
The primary purpose of North Carolina Professional Corporation is to protect its owners from personal liability for the corporation’s actions. The shareholders’ personal assets are protected if the professional corporation faces legal issues. Moreover, North Carolina professional corporations can offer certain tax benefits, such as deducting employee benefits and operating expenses. These advantages make forming a professional corporation an attractive option for many professionals in North Carolina.
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Who Can File Under Professional Corporation Laws
Under North Carolina Professional Corporation laws, only certain licensed professionals are eligible to form a professional corporation. The specific professions allowed to form a P.C. may vary slightly by state, but in North Carolina, the following professionals can typically form a professional corporation:
- Physicians and Surgeons
- Dentists
- Chiropractors
- Optometrists
- Podiatrists
- Certified Public Accountants
- Architects
- Engineers and Land Surveyors
- Psychologists
- Marriage and Family Therapists
- Clinical Social Workers
- Professional Clinical Counselors
- Veterinarians
- Attorneys
- Speech-Language Pathologists
- Pharmacists
- Registered Nurses
- Physical Therapists
- Occupational Therapists
- Acupuncturists
Each profession has its governing licensing board, which sets specific rules and regulations for forming and operating a professional corporation. It is essential to check with the relevant board and state laws to ensure that your profession is eligible to form a professional corporation and to understand the specific requirements associated with your profession.
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Structure of a Professional Corporation
- Shareholders: North Carolina Professional Corporation’s shareholders must be licensed professionals in the same field as the corporation’s purpose. For example, if a professional corporation is formed to offer legal services, all shareholders must be licensed attorneys. This requirement ensures that the professional corporation’s management comprises qualified individuals with relevant expertise.
- Directors: The directors of a professional corporation in North Carolina are responsible for overseeing the corporation’s operations and making high-level decisions. The directors must also be licensed professionals in the same field as the corporation’s purpose. The number of directors required depends on the specific licensing board’s regulations, but typically a minimum of one director is needed.
- Officers: The officers of North Carolina Professional Corporation manage the professional corporation. Officers typically include a President, Secretary, and Treasurer. However, additional officers can be appointed as needed. While not all officers must be licensed professionals, the President must hold a valid license in the same field as the corporation’s purpose.
Starting a Professional Corporation in North Carolina: A Guide
Here is a detailed guide to starting a professional corporation in North Carolina that you should follow.
Step 1: Appointment of Registered Agent
The first step in forming a Professional Corporation is appointing Registered Agent in North Carolina. This individual or company will act on behalf of the corporation, receiving official notices and legal documents. The agent must have a physical address in North Carolina and be available during regular business hours.
We compiled the list of the best registered agent services in North Carolina to help you choose the one you can rely on.
Step 2: Choosing the Name of the Corporation
Selecting a name for your North Carolina Professional Corporation is crucial. The name must be unique and appropriate, including the words “professional corporation” or the abbreviation “P.C.” It must also comply with the rules and regulations of the governing licensing board and should not be confusingly similar to an existing corporation’s name.
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Step 3: Drafting of By-laws
By-laws are the internal rules and regulations governing the management and operations of the professional corporation. These should include provisions related to the appointment of directors, issuance of shares, and any restrictions imposed by the licensing board.
Step 4: Appointment of Board of Directors
The board of directors oversees the management and operations of the North Carolina Professional Corporation. Directors must be licensed professionals in the same field as the corporation’s purpose.
Step 5: Conduction of Board Meetings
Regular board meetings are essential for maintaining the proper functioning and compliance of the professional corporation. The by-laws should specify the frequency, notice requirements, and procedures for conducting these meetings.
Shares represent ownership in the corporation. The professional corporation must issue shares to its shareholders, who must be licensed professionals in the same field. Share issuance should comply with the by-laws and any restrictions imposed by the licensing board.
Step 7: Comply with State Requirements
Forming North Carolina Professional Corporation requires compliance with specific state requirements, such as obtaining necessary permits and licenses, paying fees, and adhering to rules and regulations the governing licensing board sets forth.
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Step 8: Filing of Statement of Information
North Carolina professional corporations must file an annual report with the North Carolina Secretary of State. This document includes essential information about the corporation, including its name, address, Registered Agent, and directors.
Step 9: Getting Tax Permits from the State
The professional corporation must obtain the necessary tax permits from the North Carolina Department of Revenue, such as an Employer Identification Number (EIN) from the Internal Revenue Service (IRS).
Step 10: Opening of a Bank Account
Finally, open a separate bank account for the North Carolina Professional Corporation to maintain proper accounting and financial records.
Fees Associated with Professional Corporation in North Carolina
Here are some of the most common fees when starting a professional corporation in North Carolina.
- State Laws and Regulations: To form a professional corporation in North Carolina, it is crucial to comply with the state laws and regulations governing professional corporations. The North Carolina General Statutes Chapter 55B and the specific licensing board’s regulations for each profession outline the requirements and restrictions for professional corporation formation. Before starting the process, professionals should consult with their licensing board to ensure they meet the necessary qualifications.
- Incorporation Process: Once the licensing requirements are met, the next step to form a professional corporation in North Carolina is to draft and file the Articles of Incorporation with the North Carolina Secretary of State. This document includes essential information about the corporation, such as its name, address, purpose, and number of authorized shares. Filing the Articles of Incorporation requires a filing fee currently $125 for most professions. However, it is essential to check with the North Carolina Secretary of State for the specific fee associated with your profession.
- Naming Requirements: You must follow specific rules when choosing a name for a Professional Corporation in North Carolina. The name must include the words “Professional Corporation,” “P.C.,” or “Prof. Corp.” Additionally, the name cannot be misleading or too similar to an existing corporation’s name. Conducting a name search with the North Carolina Secretary of State is recommended to ensure the chosen name is available. This search is free, but reserving a name before filing the Articles of Incorporation requires a reservation fee of $30 online and $30 mail.
- Articles of Incorporation: The Articles of Incorporation is a critical document for forming a professional corporation in North Carolina. It outlines the corporation’s essential information, such as the name, address, purpose, and number of authorized shares. The Articles must also include a statement that the corporation is a professional corporation and the specific profession it practices. Once completed, the Articles of Incorporation must be filed with the North Carolina Secretary of State, accompanied by the appropriate filing fee.
- Additional Fees and Costs: In addition to the filing fees mentioned above, forming Professional Corporation in North Carolina may involve other costs, such as:
- Annual Report: professional corporations must file an initial Statement of Information with the North Carolina Secretary of State every April 15th of filing the Articles of Incorporation. The filing fee for this form is $200.
- Licensing and Permit Fees: Depending on the specific profession, the governing licensing board may require additional licensing and permit fees.
- Registered Agent Fee: Hiring of Registered Agent service will likely involve an annual fee of $50 – $150, which can vary depending on the service provider.
- Legal and Accounting Fees: Forming a professional corporation may involve consulting with attorneys and accountants, which can result in additional professional fees.
Advantages of a Professional Corporation
- Limited Liability Protection: One of the main benefits of a professional corporation is its limited liability protection to its shareholders. This means the shareholders’ assets are protected from the corporation’s debts and liabilities.
- Tax Benefits: Professional Corporations enjoy specific tax benefits, such as deductions for business expenses and the ability to retain earnings within the corporation.
- Business Credibility: Operating as a professional corporation can enhance the credibility and reputation of the professional services, demonstrating a commitment to compliance and professionalism.
- Continuity of Operations: A professional corporation has a perpetual existence, ensuring the continuity of operations even if the shareholders or directors change.
Disadvantages of a Professional Corporation
- Complexity and Cost of Formation: Forming a professional corporation can be more complex and costly than other business structures, such as sole proprietorships or partnerships.
- Ongoing Compliance Requirements: professional corporations must adhere to ongoing compliance requirements, including regular board meetings, filing annual reports, and maintaining proper records.
- Limited Flexibility in Management: professional corporations may need more flexibility in management, as the board of directors must consist of licensed professionals in the same field.
Taxation of Professional Corporations
Here are the taxes that your professional corporation must pay in North Carolina:
Federal income tax
A professional corporation in North Carolina is subject to federal income tax on its net earnings. However, a P.C. can elect to be taxed as an S corporation, which allows the corporation’s income, deductions, and credits to pass through to the shareholders. This can result in significant tax savings by avoiding double taxation.
State taxes
North Carolina Professional Corporation is also subject to state taxes, such as the North Carolina franchise tax, which is based on the corporation’s annual net income. Additionally, depending on the nature of its operations, the professional corporation may be subject to other state and local taxes, such as payroll and sales taxes permit in North Carolina.
Tax deductions and exemptions
A professional corporation in North Carolina can take advantage of various tax deductions and exemptions, such as deductions for employee benefits, operating expenses, and depreciation. These deductions can help reduce the corporation’s taxable income, ultimately leading to tax savings for the P.C. and its shareholders.
Alternatives to Professional Corporations in North Carolina
If you decide that a professional corporation is not for you, then you might consider the following alternatives.
- Sole Proprietorships: A simpler business structure is where an individual operates the business under their name without limited liability protection.
- Partnerships: Two or more individuals join to operate a business, sharing profits, losses, and responsibilities.
- Limited Liability Companies (LLCs): A hybrid business structure that combines the limited liability protection of a corporation with the tax benefits and flexibility of a partnership.
- S-corporations: Starting an S Corp in North Carolina avoids double taxation by allowing income, losses, and deductions to pass through to the shareholders’ personal tax returns.
FAQs
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How to Save Money While Forming North Carolina Professional Corporation
First and foremost, one of the most effective means of saving money when forming a North Carolina professional corporation is to do comprehensive research beforehand. Understanding the local and state requirements and regulations specific to professional corporations will not only prevent unnecessary mistakes but also reduce the likelihood of incurring penalties or additional expenses down the road. Instead of relying solely on legal counsel, individuals can take the initiative to educate themselves by accessing useful resources available online or seeking guidance from organizations already operating professional corporations in the state. By being well-informed from the outset, aspirants can avoid potential pitfalls that might have financial ramifications.
Another crucial consideration for saving money while forming a professional corporation is careful budgeting. It is vital to establish a thorough financial plan, taking into account all possible costs and creating a buffer for unexpected expenses. By breaking down the process into smaller phases and assigning a respective budget for each, business owners can have a clear overview of their financial needs and prioritize their expenses accordingly. Moreover, it is advisable to compare prices for relevant services, such as legal advice, accounting, and even office space. Engaging with multiple providers or vendors allows prospective business owners to negotiate fees or find more cost-effective alternatives without compromising the quality of the services they require.
Collaboration and resource-sharing can prove to be valuable cost-saving tools for those establishing professional corporations. Connecting with similarly-minded individuals who are also in the process of forming their own corporations can foster beneficial partnerships and knowledge exchange. By sharing resources, such as office space or administrative services, aspiring business owners can significantly reduce expenses. Additionally, joining local business organizations or industry-related associations can provide access to discounts, financial assistance programs or networking opportunities, leading to potential cost-saving avenues that might otherwise be overlooked.
Considering utilizing technology and utilizing free or low-cost online resources throughout the formation process is also an effective method to save money. From accounting software to project management tools, there are numerous online platforms and applications that can simplify operations and decrease costs associated with typical administrative tasks. Collaborative digital platforms can streamline intra-team communication and minimize the need for physical office space, effectively saving rental and maintenance expenses. By embracing these digital solutions, professionals forming a corporation can allocate their limited resources more efficiently and focus on growing their business rather than being burdened by menial but expensive tasks.
Additionally, exploring alternative funding options such as seeking small business loans, grants, or partnering with investors can alleviate the financial burden when starting a professional corporation. These avenues can provide the necessary capital to cover initial expenses, freeing up personal resources for the business’s operational activities or unexpected costs. Entrepreneurs should thoroughly research these options and identify those that align with their goals and requirements, ensuring that they pursue a financing method that best suits their business’s needs.
In conclusion, starting a professional corporation in North Carolina does not have to be a financially overwhelming endeavor. By undertaking comprehensive research, establishing a well-thought-out budget, seeking collaborative opportunities, utilizing technology, and exploring alternative funding options, individuals can create significant savings throughout the formation process. By implementing these practical strategies, aspiring business owners can maximize their chances of forming a professional corporation without jeopardizing their finances and strive toward a successful and sustainable future.
Conclusion
North Carolina Professional Corporation can offer several benefits for licensed professionals. However, it is essential to carefully consider the proper structure and compliance requirements before proceeding. Seeking professional guidance in forming a professional corporation can help ensure a smooth process and enable professionals to focus on providing their services. Visit LLCBase for more information about starting a professional corporation in North Carolina.