NC-NA: Nonresident Shareholder Agreement (Revision)

Who files this form

An S corporation must file an NC-NA agreement with the North Carolina Department for each nonresident shareholder.

If the corporation does not file an agreement for a nonresident shareholder, it must pay an estimated amount of tax on that shareholder’s behalf. The payment is based on the shareholder’s pro rata share of the corporation’s income attributable to North Carolina, using the applicable individual income tax rate for the taxable period.

What you'll need

Have the following information ready to complete the form:

• The nonresident shareholder’s name, address, ZIP code, identifying number, and telephone number.
• The beginning and ending dates of the shareholder’s tax year.
• The corporation’s name, address, ZIP code, and federal employer ID number.
• The date of the valid S corporation election.
• The first tax year the S corporation filed Form CD-401S.
• The date the nonresident became a shareholder.

The form also includes fields for the shareholder’s signature and title, the officer’s signature and title, and dates.

How to file

Complete the shareholder and corporation information and the affirmation sections, including the requested signatures and dates. The S corporation must file the agreement with the Department.

The supplied form does not provide a mailing address or e-filing instructions. Its submission guidelines say to submit originals only, not photocopies, and not to include the handwritten-form instructions page.

Common mistakes

• Do not use red ink. Use blue or black ink.
• Do not use dollar signs, commas, or other punctuation marks on handwritten forms.
• Set page scaling to “none” and leave “Auto-Rotate and Center” unchecked.
• Do not print on both sides of the paper.
• Submit originals only, not photocopies of returns.
• Do not mix form types.
• Do not include the handwritten-form instructions page.

Questions people ask

What does the nonresident shareholder agree to?

The shareholder agrees to file and make timely payments of all North Carolina taxes imposed on their pro rata share of income from the S corporation.

Does the agreement allow North Carolina to collect unpaid taxes?

The shareholder agrees to personal jurisdiction by North Carolina for collecting unpaid income taxes connected with their tax return, along with related interest and penalties.

What happens if the corporation does not file an agreement for a nonresident shareholder?

The corporation must pay an estimated amount of tax on that shareholder’s behalf, based on the shareholder’s pro rata share of income attributable to North Carolina. It must use the applicable individual income tax rate for the taxable period.

Is the shareholder’s affirmation binding on successors?

Yes. The form states that the affirmation is binding on the shareholder’s heirs, representatives, assigns, successors, executors, and administrators.

Official sources

• https://www.ncdor.gov/tax-forms/nc-na-nonresident-shareholder-agreement/open