PC-01
State of North Carolina
Department of the Secretary of State
APPLICATION FOR CERTIFICATE OF AUTHORITY
FOREIGN PROFESSIONAL CORPORATION
Pursuant to Section 55B-16 of the General Statutes of North Carolina, the undersigned corporation hereby applies for a Certificate of
Authority to transact business in the State of North Carolina as a “foreign professional corporation” (as defined in N.C.G.S. Section
55B-16(b)), and for that purpose submits the following:
1. The name of the corporation is _______________________________________________________________________________;
and if the corporate name is unavailable for use in the State of North Carolina, the name the corporation wishes to use is:
_______________________________________________________________________________________________________
2. The state or country under whose laws the corporation was incorporated is: ___________________________________________
3. The date of incorporation was ____________________________; its period of duration is: _______________________________
4. The street address of the principal office of the corporation is:
Number and Street ________________________________________________________________________________________
City, State, Zip Code ______________________________________________________________________________________
5. The mailing address if different from the street address of the principal office of the corporation is:
_______________________________________________________________________________________________________
6. The street address and county of the registered office in the State of North Carolina is:
Number and Street _______________________________________________________________________________________
City, State, Zip Code __________________________________________________ County _____________________________
7. The mailing address if different from the street address of the registered office in the State of North Carolina is:
_______________________________________________________________________________________________________
8. The name of the registered agent in the State of North Carolina is: ___________________________________________________
9. The names, titles, and usual business addresses of the current officers of the corporation are:
(use attachment if necessary)
Name
Title Business Address
PC-01
APPLICATION FOR CERTIFICATE OF AUTHORITY
Page 2
10. Attached is a certificate of existence (or document of similar import), duly authenticated by the secretary of state or other official
having custody of corporate records in the state or country of incorporation.
11. If the corporation is required to use a fictitious name in order to transact business in this State, a copy of the resolution of its
board of directors, certified by its secretary, adopting the fictitious name is attached.
12. The professional services to be rendered by the corporation are_____________________________________________________
_______________________________________________________________________________________________________
13. With respect to each professional service to be practiced through the corporation in this State, the names and titles of at least one
of the corporation’s directors and at least one of its officers who are licensees of the licensing board which regulates such
profession in this State are: (use attachment if necessary)
Name
Title
14. Attached are certifications by the appropriate licensing boards that each individual set forth in Item 13 above is a “licensee” as
defined in N.C.G.S. Section 55B-2(2).
15. This application will be effective upon filing, unless a delayed date and/or time is specified: ______________________________
This the ____day of ________________, 20____
By executing this application on behalf of the applicant corporation, I certify under oath that the undersigned
corporation is a “foreign professional corporation” as that term is defined in N.C.G.S. Section 55B-16(b).
____________________________________________________
Name of Corporation
____________________________________________________
Signature of Officer or Chairman of Board of Directors
____________________________________________________
Type or Print Name and Title
PC-01
__________________________
(site of acknowledgment)
__________________________
This ____ day of ______________, 20____, personally came before me, ______________________________________,
Notary Public, __________________________________, who, being by me duly sworn, says that he/she is
____________________________ of __________________________________________________, a corporation, and
that this application for certificate of authority was signed by him/her on behalf of the corporation by its authority duly
given. And the said _________________________ acknowledged the said writing to be the act and deed of said
corporation.
Witness my hand and official seal, this the ____ day of ________________, 20____.
(Official Seal) ____________________________________________________
Notary Public
My commission expires _______________, 20____.
Notes:
1. Filing fee is $250. This document must be filed with the Secretary of State.
2. For additional instructions, see the following page of this form.
(Revised January 2000) (Form PC-01)
CORPORATIONS DIVISION P.O. BOX 29622 RALEIGH, NC 27626-0622
PC-01
Instructions for Filing
FOREIGN PROFESSIONAL CORPORATION
APPLICATION FOR CERTIFICATE OF AUTHORITY
(Form PC-01)
WHICH CORPORATIONS CAN USE THIS FORM?
The term “foreign professional corporation” is defined at N.C.G.S. Section 55B-16. A “foreign professional corporation”, under that
definition, is:
(a) a corporation,
(b) which is a “for profit” corporation,
(c) which is incorporated under a law other than the law of North Carolina,
(d) which is incorporated for the sole
and specific purpose of rendering one or more of the “professional services” listed in
N.C.G.S. Section 55B-2(6), AND
(e) which meets one
of the three following requirements:
(1) the corporation has as its shareholders only
individuals who are licensed, either in North Carolina or in some other state,
to render the same professional services as the corporation renders; OR
(2) the corporation is organized to render the professional services regulated by Chapter 83A (“Architects”), 89A
(“Landscape Architects”), 89C (“Engineering and Land Surveying”), and/or 89E (“Geologists”) of the North Carolina
General Statutes AND has as its shareholders only individuals who are licensed, either in North Carolina or in some
other state, to render the same professional services as the corporation renders or
who are unlicensed employees of
the corporation who own not more than one-third of the corporation’s stock; OR
(3) the corporation is one which is described in N.C.G.S. Section 55B-15 (the so-called “grandfather” provision of the
Professional Corporation Act).
Only
if the corporation meets the test set forth above is it deemed to be a “foreign professional corporation” which can use this
application for a certificate of authority. Corporations which do not satisfy this test are not “foreign professional corporations” and
should use the application for certificate of authority designed for “business corporations” or for “nonprofit corporations”.
Item 1 Enter the complete name of the corporation exactly as it appears in the records of the official custodian of corporate records
in the state or country of incorporation. If that name cannot be used in North Carolina, enter the name (including a corporate ending)
that it wishes to use in North Carolina.
Item 5 Enter the complete mailing address of the corporation’s principal office only if mail is not delivered to the street address
above or if the corporation prefers to receive mail at a P.O. Box or Drawer.
Item 7 Enter the complete mailing address of the corporation’s registered agent only if mail is not delivered to the street address
above or if the corporation prefers to receive mail at a P.O. Box or Drawer.
Item 8 Enter the name of the registered agent. The registered agent must be a North Carolina resident, an existing domestic
corporation, or a foreign corporation authorized to do business in North Carolina.
Item 15 The document will be effective on the date and at the time of filing, unless a delayed date and/or time is specified. If a
delayed effective date and time is specified, the document will be effective on that date and time. A delayed effective date may be
specified up to and including the 90th day after the day of filing. If a delayed effective date is specified without a time, the document
will be effective at 11:59:59 p.m.
Date and Execution:
Enter the date the document was executed.
In the blanks provided enter:
The name of the corporation executing the statement.
The signature of the representative of the corporation (may be the chairman of the board of directors or any officer of the
corporation).
The name and title of the above-signed representative.
The corporate representative executing this application must be placed under oath, and the acknowledgment must be completed
by a person authorized by law to administer oaths.