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
REGISTRATION OF A FOREIGN LIMITED LIABILITY PARTNERSHIP
This registration is necessary only if the CPA 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 limited liability partnership.
• A financial statement audit or other engagement performed in accordance with Statements on Auditing
• 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 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.
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.
Pursuant 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 report the following:
• 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 NC
Department of Secretary of State;
• Report if any officer, shareholder, agent, or employee has ceased to be licensed (NCGS 55B-13); and
• The death of any shareholder
The North Carolina Department of 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 will mail all forms and fees to the SOS.
To register a foreign limited liability partnership, submit the following items to the Board:
• One copy of the proposed CPA firm letterhead;
• Completed Registration of a Foreign Limited Liability Partnership;
• Check payable to the State Board of CPA Examiners for the correct fee;
• One copy of the completed Application for Registration of a Registered Limited Liability Partnership (SOS
• A check payable to the NC Department of Secretary of State for the fee required for filing the Application for
Registration of a Limited Liability Partnership.
There is no fee for registering a limited liability partnership firm with offices in North Carolina only. The fee for
registering a registering a limited liability partnership firm with offices in North Carolina and at least one other state is
$10.00 per partner with a maximum fee of $2,500.00.
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 partners are properly licensed.
The SOS will return the certified copy of the Application for Registration of a Limited Liability Partnership, after filing,
to the Board. Upon receipt of that document, the Board will send a Certificate of Registration and the certified copy of
the Application for Registration of a Limited Liability Partnership to the firm.
KEEP A COPY OF ALL DOCUMENTS FOR YOUR RECORDS.