QUESTIONS:

1 . Does a corporation require a license which is separate and distinct from the individual licenses required of the persons who operate the corporation?

2. If so, is the corporation required to pay an application fee and an annual renewal fee?

3. What type of license (broker or salesman) is required for the officers who are active in real state for the corporation? For example: Is it sufficient for one officer or the principal executive officer or manager to be licensed as a broker and the other officers as salesmen under his supervision or should all the active officers be licensed as brokers?

4. As a further licensing requirement, must the charter of the corporation authorize it to engage in the real estate business and, in the case of a foreign corporation must it become domesticated?

OPINION:

Pursuant to your letter of recent date and several conversations subsequent thereto, you have raised several questions concerning the necessary procedure which a corporation must follow in order to become licensed under the North Carolina Real Estate Licensing provisions.

In this regard, it is apparent from G. S. 93A-1 and G. S. 93A-2 that the General Assembly contemplated the specific licensing of corporations for purposes of dealing in real estate. G. S. 93A-1 makes it unlawful for a corporation in North Carolina to act either as a real estate broker or salesman or to engage in real estate business without first obtaining a license issued by the North Carolina Real Estate Board. In addition, G. S. 93A2(a) defines a real estate broker in part as "any person, partnership, association, or corporation . . . "[Emphasis added]

It is apparent, therefore, that if a corporation desires to engage in the business of real estate transactions in North Carolina, it must first obtain a license from the North Carolina Real Estate Licensing Board. Such a license would have to be separate, and distinct from any individual license which is required of the persons who operate the corporation. In addition, it is apparent that the corporation, since it would have to obtain a separate and distinct license would be required to pay an application fee and an annual renewal fee

Further, Rule 7 of the Rules an Regulations adopted by the North Carolina Real Estate Licensing Board pursuant to G. S. 93A-3(c) provide in pertinent part as follows:

"Any corporation desiring to obtain a license as a real estate broker shall make written application to the Board upon forms prescribed which shall be supplied in accordance with Rule 2 hereof And upon a showing that at least one executive officer of said corporation holds current broker's license in good standing, the corporation will be licensed provided it appears that the applicant corporation employs and is directed by personnel possessed of the requisite truth, honesty and integrity."

Under the above guideline, it is clear that at least one executive officer of the corporation must hold a North Carolina broker's license at the time application by the corporation is made to the Licensing Board. While it is not necessary for the other officers to have a broker's license in order for the corporation to obtain one, any officer or member of the corporation who actively engages in real estate business in North Carolina must, of course, have the appropriate license to do so.

Finally, you have raised the question as to whether the charter of the corporation must authorize it to engage in the real estate business and, in a case of a foreign corporation, must it become domesticated. I would not think that a corporation should properly be allowed to carry on any business transactions, such as, dealing in real estate, unless it is authorized to do so by its charter. If the corporation is a foreign one, then the Licensing Board could lawfully require such corporation to file, with its application for license, a copy of its certificate of authority to transact business in this State issued by the North Carolina Secretary of State.

Very truly yours,

ROBERT MORGAN
Attorney General

James L. Blackburn
Assistant Attorney General