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 LIMITED LIABILITY COMPANY TO A
PROFESSIONAL LIMITED LIABILITY COMPANY
21 NCAC 08J .0108 requires all CPA firms to register with the Board and re-register annually in
accordance with NCGS 57D-2-02; 93-12(7b); 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 if applicable, the NC Department of Secretary of State (SOS).
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
• 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 the fact that any officer, shareholder, agent, or employee has ceased to be licensed
(NCGS 55B-13); and
• Report the death of any shareholder.
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 NC
Department of Secretary of State.
To convert a limited liability company to a professional limited liability company, submit the following
items to the Board:
• One copy of the proposed CPA firm letterhead;
• Completed “Registration of a Professional Limited Liability Company;”
• A check for $50.00 payable to the NC State Board of CPA Examiners;
• A copy of the original “Articles of Organization;”
• One copy of the “Articles of Amendment” (SOS form) for the proposed professional limited
liability company; and
• A check payable to the NC Department of Secretary of State for the correct fee required for
filing the “Articles of Amendment.”
If the firm is a foreign limited liability company, include the fees/forms to amend the “Certificate of
Upon 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, the Board will send a “Certificate of Registration” and the certified
copy of the “Articles of Amendment” to the firm.
KEEP A COPY OF ALL DOCUMENTS FOR YOUR RECORDS.