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 • nccpaboard.gov
EGISTRATION OF A FOREIGN PROFESSIONAL CORPORATION
This registration is necessary only if your firm plans to open an office physically located in North Carolina. If your firm has
a North Carolina client and offers or intends to offer any of the following services, the firm must submit a completed
“Notification of Intent to Practice in North Carolina: Out-of-State CPA Firm” instead of this application.
• A financial statement audit or other engagement performed in accordance with Statements on Auditing Standards
• An examination of prospective financial information performed in accordance with Statements on Standards for
Attestation Engagements (SSAE); or
• An engagement performed in accordance with the Public Company Accounting Oversight Board (PCAOB)
f your firm will not have a North Carolina office and will not offer any of the services listed above, the firm does not need
to register or notify the Board of its intent to offer such services.
CAC 08A .0301(24) and 08N .0307(a), require that the names in the CPA firm name must be current or former
members who are or were CPAs and who have or have had an equity ownership in the CPA firm.
CAC 08N .0306(c) requires the firm’s name on the letterhead, contracts, engagement letters, tax returns, and all
professional services reports must match exactly the firm name on the Board’s “Registration of a Foreign Professional
Corporation” and the “Application for Certificate of Authority for a Foreign Professional Corporation” (SOS) form.
he North Carolina Department of Secretary of State (SOS) requires a CPA firm to obtain a registered agent that is
physically located in North Carolina.
NCGS 55B & 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 Secretary
of State's office;
• Report if 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
o register a foreign professional corporation, submit the following items to the Board:
ne copy of the proposed CPA firm letterhead;
• Completed “Registration of a Foreign Professional Corporation;”
• Completed Contact Information sheet;
• A check for $50.00 made payable to the NC State Board of CPA Examiners;
• One copy of the “Application for Certificate of Authority for a Foreign Professional Corporation” (SOS form);
• A “Certificate of Existence” from the Secretary of State in the entity’s home state; a
• A c
heck payable to the NC Department of Secretary of State for the correct fee required for filing the “Applicati
or Certificate of Authority for a Foreign Professional Corporation.”
pon receipt of the above-referenced items, the Board staff will complete an additional form that certifies to the SOS that
the firm name complies with the Board’s rules and that the proposed shareholders are properly licensed. The Board staff
will instruct the SOS to return the certified copy of the “Application for Certificate of Authority for a Foreign Professional
Corporation,” after filing, to the Board. Upon receipt, a “Certificate of Registration” and the certified copy of the
“Application for Certificate of Authority for a Foreign Professional Corporation” will be sent to the firm.
KEEP A COPY OF ALL DOCUMENTS FOR YOUR RECORDS.