Dissolving a company in North Carolina
The state-level facts for closing an LLC or corporation in North Carolina: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
North Carolina LLC
- Dissolution filing
- Articles of Dissolution (L-07) — filed with the North Carolina Secretary of State, Business Registration Division. (official source)
- Filing fee
- $30 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Annual report (Secretary of State)
- Annual reports ($200 filing fee for LLCs) remain due while the LLC is active on the Secretary of State's records; North Carolina imposes no LLC franchise tax. (official source)
- Final state return
- File final North Carolina income returns for the LLC's tax classification; NCDOR can have an entity's articles of organization suspended if any return or tax is 90+ days delinquent (N.C.G.S. 105-230). (official source)
Worth knowing
- The Secretary of State lists no revocation-of-dissolution form for LLCs; the 120-day revocation option applies to business and nonprofit corporations.
- NCDOR must notify the Secretary of State to suspend an entity's articles when any report, return, tax, or fee is 90+ days overdue (N.C.G.S. 105-230); reinstatement after suspension requires filing all returns, paying all tax, penalty, and interest, and a $25 reinstatement fee.
- Foreign LLC withdrawal (L-14, $10) is a different form and fee than foreign corporation withdrawal (BE-08, $25).
- After filing Articles of Dissolution the company may only carry out activities that wind up its affairs.
North Carolina corporation
- Dissolution filing
- Articles of Dissolution (B-06; use B-05 if shares were never issued) (B-06) — filed with the North Carolina Secretary of State, Business Registration Division. (official source)
- Filing fee
- $30 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Corporate franchise tax and annual report
- Returns (with the $200 minimum franchise tax for inactive years) are required through the date of formal dissolution or withdrawal; no franchise tax is due with the income return for the year in which the dissolution or withdrawal application is filed, or with later winding-up returns. (official source)
- Final state return
- File a final corporate franchise and income tax return by the 15th day of the fourth month after the close of business; returns are required through the date of formal dissolution. (official source)
Worth knowing
- A business or nonprofit corporation may revoke its voluntary dissolution within 120 days of the effective date by filing Articles of Revocation of Dissolution (B-07, $10).
- An inactive or no-asset corporation owes the $200 minimum franchise tax and a return for every year until formal dissolution is filed with the Secretary of State.
- NCDOR must notify the Secretary of State to suspend the articles of incorporation when any report, return, tax, or fee is 90+ days overdue (N.C.G.S. 105-230); reinstatement requires filing all returns, paying all amounts due, and a $25 reinstatement fee.
- A foreign entity leaving North Carolina because of a merger or conversion files Application for Certificate of Withdrawal by Reason of Merger (BE-09, $10) instead of BE-08.
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.