Owner Privacy in North Carolina Business Formation Filings: What's Public and What's Not

When forming a business in North Carolina, many entrepreneurs are concerned about privacy—specifically, whether their names will appear in public records. The good news is that North Carolina keeps owner information largely private. Here's exactly what gets filed publicly and where owner names are required:

What to know about business owner privacy in North Carolina

Corporations:

When you form a corporation, only the Articles of Incorporation are filed with the Secretary of State and become part of the public record. Owner names are not required in this document and owner names won't appear in public records as the owner..The company does not need to state a principal place of business in many cases.

With many small businesses, however, the shareholder (owner) is also the organizer, registered agent, director and officer. While the identities of the shareholder are not required, the documents must name the organizer and the registered agent. Having an attorney as your organizer and registered agent can give the entrepreneur more privacy that serving in those capacities themselves.

The following corporate documents are maintained privately in your corporate records:

• Organizational meeting minutes

• Corporate bylaws

• Shareholder agreements

• Ongoing meeting minutes

• Transfer or sale of stock

• Stock certificates and ledgers

Limited Liability Companies:

LLCs file Articles of Organization with the North Carolina Secretary of State. Like corporations, member (owner) names are not disclosed in this public filing. Again, the formation document requres an organizer and a registered agent, but does not require (in most cases) the principal place of business to be listed. A member can be disclosed as associated with the LLC if they are the organizer or registered agent. The owner may also serve as a manager or officer of the LLC, and their name and address may be disclosed in the public record in that capacity.

The following corporate documents are maintained privately in your company records:

• Operating agreements

• Member buy-out agreements

• Ongoing meeting minutes

• Transfer or sale of membership interests

• Membership certificates (if any) and ledgers

  
  

IRS formation filings

At formation, owner information (shareholder and member) is only disclosed in private filings with the IRS:

• EIN application: Requires the name and address of the "responsible party" who will be the owner designated for contact with the IRS

• S-Corporation election (if chosen): Also requires owner names, addresses and social security numbers

These IRS documents are not publicly available.

A Note About Annual Reports:

A corporation or an LLC will have to file an annual report each year after formation to maintain the company. In the first annual report, the corporation or the LLC must now state a principal place of business and the officers of the corporation or managers/officers of the LLC.

When any of this information changes, which can happen when ownership changes, the information in this annual report must also be changed

A Note About the Corporate Transparency Act and Beneficial Ownership Information.

The Corporate Transparency Act of 2019 (“CTA”) is a law that went into effect on January 1, 2021, to help the U.S. government track and fight money-laundering, terrorism and other financial crimes. Under this act, many companies in the U.S. must file a report that provides contact information for the company’s “beneficial owner(s)” to FinCEN, a bureau of the U.S. Treasury Department. Beneficial owners are people who own at least 25% of the company or exercise control.

The filing deadline to file Beneficial Ownership Information reports ("BOI reports") for existing businesses was January 1, 2024. Any business formed in 2024 has 90 days from the date of formation to file its BOI report. .A federal court, however, issued a nationwide preliminary injunction (stop everything order) against the Corporate Transparency Act.  The plaintiffs in that suit argued that the law is unconstitutional. The judge determined that allowing beneficial owner information filings to continue while the constitutionality of the law is determined would cause "irreparable harm" to the business owners and halted enforcement of the law until the case is heard.

Currently, beneficial ownership information reporting requirements are not being enforced, and the Department of Treasury is appealing the Texas order.  

BOI reporting is currently optional.  Some business owners are filing now so that they don't have to monitor the court case or think about it later. Others are taking a "wait and be ready" approach.  

If BOI reporting becomes mandatory, business owners will have to once again provide significant information to the federal government. This database is considered private and confidential. Access is limited to:

• Certain federal, state, local, tribal and international agencies with court authorization to access the information;

• Judges, proscutors and other authorities that meet specific criteria;

• Financial institutions that are required to conduct customer due diligence and their regulators; and

• Certain Department of Treasury personnel.