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
MERGER OF PROFESSIONAL CORPORATIONS
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 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 merge professional corporations, submit the following items to the Board:
• One copy of the proposed CPA firm letterhead;
• Completed “Registration of Professional Corporation” with corporate seal properly affixed;
• One copy of the “Articles of Merger” prepared in accordance with NCGS 55-B, properly
executed, and ready for filing with the NC Department of Secretary of State; and
• A check payable to the NC Department of Secretary of State for the correct fee required to file
the “Articles of Merger.”
Upon receipt of the above-referenced information, 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’s staff will instruct the NC
Department of Secretary of State return the certified copy of the “Articles of Merger,” after filing, to the
Board office. Upon receipt, a “Certificate of Registration” and the certified copy of the “Articles of
Incorporation” will be sent to the firm.
KEEP A COPY OF ALL DOCUMENTS FOR YOUR RECORDS.