NCSB Journal Summer 2026
such person shall promptly dispose of his or her interest in the professional limited liability company; (5) “Trade Name Allowed” A professional limited liability company shall not use any name other than its limited liability com pany name, except to the extent a trade name or other name is required or permit ted by statute, rule of court, or the Rules of Professional Conduct. Trade names must be filed with the Register of Deeds O ffi ce in the county where the professional lim ited liability company exists. Rule .0103, Registration with Th eNorth Carolina State Bar Note: Entire rule replaced. (a) Registration of Professional Corpora tion - At least one of the incorporators of a professional corporation shall be an attorney at law duly licensed to practice in North Car olina. Prior to filing the articles of incorpora tion with the secretary of state, the incorpo rators 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. Th e 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 o ffi cer, along with a statement that all such per sons are duly licensed to practice law in North Carolina; (5) the name, address, and license infor mation 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 o ffi ce; 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 - Th e secretary shall review the arti cles of incorporation for compliance with the laws relating to professional corpora tions and these regulations. If the secretary determines that all persons who will be orig inal shareholders are active members in good standing with the North Carolina State Bar, and that the articles of incorpora tion conform with the laws relating to pro fessional corporations and these regulations, the secretary shall: (1) execute the certification for profes sional corporation by the North Carolina State Bar Council and transmit the exe cuted certification via electronic mail to the incorporator for filing the certifica tion with the secretary of state; (2) retain the executed articles of incor poration, the application, and the certifi cation of council in the o ffi ce of the North Carolina State Bar as a permanent record; and (3) issue a certificate of registration to the professional corporation to become e ff ec tive upon the e ff ective 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 per sons 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 Car olina State Bar (i) an executed copy of the ar ticles of organization, (ii) a registration fee of $50, and (iii) an application for certificate of registration for a professional limited liability company. Th e 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 organiza tion; (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 infor mation 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 lia bility company in another jurisdiction in which the professional limited liability company maintains an o ffi ce; and (5) certify that all such persons are duly licensed to practice law in the appropriate jurisdiction. Th e application shall include a representation that the professional lim ited 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 - Th e secretary shall review the articles of organization for compliance with the laws relating to professional limited lia bility 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 profession al limited liability companies and these regu lations, the secretary shall: (1) execute the certification for profes sional 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 o ffi ce 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 e ff ective upon the e ff ective date of the articles of organization after said articles are filed with the secretary of state. (e) Refund of Registration Fee - If the sec retary is unable to make the findings required by Paragraph (b) or (d) of this Rule above, the secretary shall refund the $50 reg istration fee. (f) Expiration of Certificate of Registration - Th e initial certificate of registration for either a professional corporation or a professional limited liability company shall remain e ff ec tive through June 30 following the date of registration. (g) Renewal of Certificate of Registration - Th e certificate of registration for either a professional corporation or a professional lim ited liability company shall be renewed on or before July 1 of each year upon the fol
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