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
REGISTRATION OF A FOREIGN PROFESSIONAL LIMITED LIABILITY COMPANY
This registration is necessary only if the firm plans to open an office physically located in North Carolina. If the 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 registering as a foreign professional
limited liability company.
• 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)
If the firm will not have a North Carolina office and will not provide or offer to provide any of the services listed above, the
firm does not need to register or notify the Board of its intent to offer such services.
21 NCAC 08J .0108 requires all CPA firms to register with the Board. CPA firms must re-register annually in accordance
with NCGS 57D-2-02, 93-12(7b), and 21 NCAC 08J and 08K.
21 NCAC 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.
21 NCAC 08N .0306(c) requires that a firm’s name on the letterhead, contracts, engagement letters, tax returns, and all
professional services reports must match the firm name on the Board’s Registration of a Foreign Professional Limited
Liability Company application form, and the Secretary of State’s Application for Certificate of Authority for a Professional
NCGS 55B and 21 NCAC 08K .0105 require professional corporations to:
• Report 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
• Report if any officer, shareholder, agent, or employee has ceased to be licensed (NCGS 55B-13); and
• Report the death of any shareholder.
The North Carolina Department Secretary of State (SOS) requires a CPA firm to obtain a registered agent that is
physically located in North Carolina. Contact 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 staff will mail forms and fees to the NC Department of
the Secretary of State.
To register a foreign professional limited liability company, submit the following items to the Board:
• One copy of the proposed CPA firm letterhead;
• Completed Registration of a Foreign Professional Limited Liability Company;
• A $50.00 check payable to the NC State Board of CPA Examiners;
• One copy of the completed Application for Certificate of Authority for a Professional LLC;
• A Certificate of Existence from the Secretary of State from entity’s home state; and
• A check payable to the Secretary of State for the fee required for filing the Application for Certificate of Authority
for a Foreign LLC.
Upon receipt of the above-referenced information, 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 CPA members are properly licensed. The
Secretary of State will return the certified copy of the Application for Certificate of Authority of the Foreign Professional
LLC, after filing, to the Board. Upon receipt, the Board will send a Certificate of Registration and the certified copy of the
Certificate of Authority of the Foreign Professional LLC to the firm.
KEEP A COPY OF ALL DOCUMENTS FOR YOUR RECORDS.