North Carolina State Board of Certified Public Accountant Examiners
1101 Oberlin Road Suite 104 • PO Box 12827 • Raleigh NC 27605
Phone 919-733-1423 • Fax 919-733-4209 • Web nccpaboard.gov
CONVERSION OF A BUSINESS CORPORATION
TO A PROFESSIONAL CORPORATION
21 NCAC 08J .0108 requires all CPA firms to register with the Board and re-register annually in accordance
with NCGS 93-12(8)(a) and 21 NCAC 08J and 08K.
ursuant to 21 NCAC 08N .0306(c), the firm’s name on letterhead, contracts, engagement letters, tax returns,
and all professional services reports must match exactly the firm’s name as registered with the Board and the
NC Department of Secretary of State (SOS).
NCGS 55B and 21 NCAC 08K .0105 require professional corporations to:
eport any change in the composition or identity of shareholders, officers or directors, or employees;
• Provide a copy of all amendments to the Articles of Incorporation to the Board prior to filing with the NC
epartment of Secretary of State;
• Report the fact that any officer, shareholder, agent, or employee has ceased to be licensed
(NCGS 55B-13); and
• Report the death of any shareholder.
ontact the SOS at (919) 814-5400 or visit the SOS website, www.sosnc.gov, to obtain the necessary SOS
forms and fee information. The Board will mail the forms and fees to the NC Department of Secretary of State.
o convert a business corporation to a professional corporation, submit the following items to the Board:
• One copy of the proposed CPA firm letterhead;
ompleted “Registration of Professional Corporation;”
• A $50.00 check payable to the NC State Board of CPA Examiners;
• A photocopy of the original “Articles of Incorporation;”
• One exact copy of the “Articles of Amendment - Conversion of Business Corporation to Professional
Corporation” (SOS form) for the proposed professional corporation; and
• A check payable to the NC Department of Secretary of State for the correct fee required for filing the
“Articles of Amendment - Conversion of Business Corporation to Professional Corporation” or th
pplication for Amended Certificate of Authority.”
f the firm is a foreign corporation, include the SOS form, “Application for Amended Certificate of Authority to
Qualify as a Foreign Professional Corporation.”
pon receipt of the above-referenced items, the Board staff will complete an additional form that certifies to
the NC Department of Secretary of State that the firm name complies with the Board’s rules and that the
proposed shareholders are properly licensed. The Board staff will instruct the NC Department of Secretary of
State to return the certified copy of the “Articles of Amendment,” after filing, to the Board. Upon receipt, a
“Certificate of Registration” and the certified copy of the “Articles of Amendment” will be sent to the firm.
KEEP A COPY OF ALL DOCUMENTS FOR YOUR RECORDS.