North Carolina Statutes

Chapter 55 North Carolina Business Corporation Act

Article 1 - General Provisions.

  • § 55-1-01   Short title
    This Chapter shall be known and may be cited as the "North Carolina Business Corporation Act". (1955, c. 1371, s. 1; 1989, c. 265, s.
  • § 55-1-02   Reservation of power to amend or repeal
    The General Assembly has power to amend or repeal all or part of this Chapter at any time and all domestic and foreign corporations subject...
  • § 55-1-03 through 55-1-19   Reserved for future codification purposes
  • § 55-1-20   Filing requirements
    (a) A document required or permitted by this Chapter to be filed by the Secretary of State must be filed under Chapter 55D of the...
  • § 55-1-21   Forms
    (a) The Secretary of State may promulgate and furnish on request forms for the following: (1) An application for a certificate of existence. (2) A...
  • § 55-1-22   Filing, service, and copying fees
    (a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to the Secretary for filing: Document...
  • § 55-1-22.1 through 55-1-27   Transferred to 55D-11 through 55D-17 by Session Laws 2001-358, s. 3(b)
  • § 55-1-28   Certificate of existence
    (a) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for...
  • § 55-1-29   Transferred to 55D-18 by Session Laws 2001-358, s. 3(b)
  • § 55-1-30   Powers
    The Secretary of State has the power reasonably necessary to perform the duties required of him by this Chapter. (1955, c. 1371, s. 1; 1989,...
  • § 55-1-31   Interrogatories by Secretary of State
    The Secretary of State may propound to any corporation, domestic or foreign which he has reason to believe is subject to the provisions of this...
  • § 55-1-32   Penalties imposed upon corporations, officers, and directors for failure to answer interrogatories
    (a) The knowing failure or refusal of a domestic or foreign corporation to answer truthfully and fully within the time prescribed in this Chapter interrogatories...
  • § 55-1-33   Information disclosed by interrogatories
    Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection nor shall the Secretary of State disclose...
  • § 55-1-34 through 55-1-39   Reserved for future codification purposes
  • § 55-1-40   Chapter definitions
    In this Chapter unless otherwise specifically provided: (1) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger. (2) "Authorized shares"...
  • § 55-1-41   Notice
    (a) Notice under this Chapter shall be in writing unless oral notice is authorized in the corporation's articles of incorporation or bylaws and written notice...
  • § 55-1-42   Number of shareholders
    (a) For purposes of this Chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: (1) All co‑owners...
  • § 55-1-43 through 55-1-49   Reserved for future codification purposes
  • § 55-1-50   Electronic transactions
    For purposes of applying Article 40 of Chapter 66 of the General Statutes to transactions under this Chapter, a corporation may agree to conduct a...

Article 2 - Incorporation.

  • § 55-2-01   Incorporators
    One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for...
  • § 55-2-02   Articles of incorporation
    (a) The articles of incorporation must set forth: (1) A corporate name for the corporation that satisfies the requirements of G.S. 55D‑20 and G.S. 55D‑21;...
  • § 55-2-03   Incorporation
    (a) Corporate existence begins when the articles of incorporation become effective. (b) The Secretary of State's filing of the articles of incorporation is conclusive proof...
  • § 55-2-04   Reserved for future codification purposes
  • § 55-2-05   Organization of corporation
    (a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call...
  • § 55-2-06   Bylaws
    (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain...
  • § 55-2-07   Emergency bylaws
    (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency...

Article 3 - Purposes and Powers.

  • § 55-3-01   Purposes
    (a) Every corporation incorporated under this Chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in...
  • § 55-3-02   General powers
    (a) Unless its articles of incorporation or this Chapter provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the...
  • § 55-3-03   Emergency powers
    (a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may: (1) Modify lines of succession...
  • § 55-3-04   Ultra vires
    (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked...
  • § 55-3-05   Exercise of corporate franchises not granted
    The Attorney General may upon his own information or upon complaint of a private party bring an action in the name of the State to...

Article 4 - Name.

Article 5 - Office and Agent.

Article 6 - Shares and Distribution.

  • § 55-6-01   Authorized shares
    (a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to...
  • § 55-6-02   Terms of class or series determined by board of directors
    (a) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within...
  • § 55-6-03   Issued and outstanding shares
    (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are...
  • § 55-6-04   Fractional shares
    (a) A corporation may: (1) Issue fractions of a share or pay in money the value of fractions of a share; (2) Arrange for disposition...
  • § 55-6-05 through 55-6-19   Reserved for future codification purposes
  • § 55-6-20   Subscription for shares before incorporation
    (a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or...
  • § 55-6-21   Issuance of shares
    (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The...
  • § 55-6-22   Liability of shareholders
    (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except...
  • § 55-6-23   Share dividends
    (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders...
  • § 55-6-24   Rights, options, and warrants
    (a) A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms...
  • § 55-6-25   Form and content of certificates
    (a) Shares may but need not be represented by certificates. Unless this act or another statute expressly provides otherwise, the rights and obligations of shareholders...
  • § 55-6-26   Shares without certificate
    (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all...
  • § 55-6-27   Restriction on transfer of shares and other securities
    (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or...
  • § 55-6-28   Expense of issue
    A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares....
  • § 55-6-29   Reserved for future codification purposes
  • § 55-6-30   Shareholders' preemptive rights
    (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of...
  • § 55-6-31   Corporation's acquisition of its own shares
    (a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. (b) If the articles of incorporation prohibit the...
  • § 55-6-32 through 55-6-39   Reserved for future codification purposes
  • § 55-6-40   Distributions to shareholders
    (a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and...

Article 7 - Shareholders.

  • § 55-7-01   Annual meeting
    (a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. (b) Annual shareholders'...
  • § 55-7-02   Special meeting
    (a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized to...
  • § 55-7-03   Court-ordered meeting
    (a) The superior court of the county where a corporation's principal office (or, if none in this State, its registered office) is located may, after...
  • § 55-7-04   Action without meeting
    (a) Action required or permitted by this Chapter to be taken at a shareholders' meeting may be taken without a meeting and without prior notice...
  • § 55-7-05   Notice of meeting
    (a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than 10 nor more...
  • § 55-7-06   Waiver of notice
    (a) A shareholder may waive any notice required by this Chapter, the articles of incorporation, or bylaws before or after the date and time stated...
  • § 55-7-07   Record date
    (a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the...
  • § 55-7-08   Attendance
    To the extent authorized by a corporation's board of directors, a shareholder or the shareholder's proxy not physically present at a meeting of shareholders may...
  • § 55-7-09 through 55-7-19   Reserved for future codification purposes
  • § 55-7-20   Shareholders' list for meeting
    (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are...
  • § 55-7-21   Voting entitlement of shares
    (a) Except as provided in subsections (b) and (c) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled...
  • § 55-7-21.1   Rights of holders of debt securities
    In addition to any rights otherwise lawfully conferred, the articles of incorporation of the corporation may confer upon the holders of any bonds, debentures or...
  • § 55-7-22   Proxies
    (a) A shareholder may vote his shares in person or by proxy. (b) A shareholder may appoint one or more proxies to vote or otherwise...
  • § 55-7-23   Shares held by nominees
    (a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized...
  • § 55-7-24   Corporation's acceptance of votes
    (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in...
  • § 55-7-25   Quorum and voting requirements for voting groups
    (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of that...
  • § 55-7-26   Action by single and multiple voting groups
    (a) If the articles of incorporation, a bylaw adopted by the shareholders, or this Chapter provides for voting by a single voting group on a...
  • § 55-7-27   Greater quorum or voting requirements
    (a) The articles of incorporation or a bylaw adopted by the shareholders may provide for a greater quorum or voting requirement for shareholders (or voting...
  • § 55-7-28   Voting for directors; cumulative voting
    (a) Unless otherwise provided in the articles of incorporation or in an agreement valid under G.S. 55‑7‑31, directors are elected by a plurality of the...
  • § 55-7-29   Reserved for future codification purposes
  • § 55-7-30   Voting trusts
    (a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing...
  • § 55-7-31   Shareholders' agreements
    (a) An agreement between two or more shareholders, if in writing and signed by the parties thereto, may provide that in the exercise of any...
  • § 55-7-32 through 55-7-39   Reserved for future codification purposes
  • § 55-7-40   Shareholders' derivative actions
    Subject to the provisions of G.S. 55‑7‑41 and G.S. 55‑7‑42, a shareholder may bring a derivative proceeding in the superior court of this State. The...
  • § 55-7-40.1   Definitions
    In this Part: (1) "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in G.S. 55‑7‑47,...
  • § 55-7-41   Standing
    A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (1) Was a shareholder of the corporation at the time of the...
  • § 55-7-42   Demand
    No shareholder may commence a derivative proceeding until: (1) A written demand has been made upon the corporation to take suitable action; and (2) 90...
  • § 55-7-43   Stay of proceedings
    If the corporation commences an inquiry into the allegations set forth in the demand or complaint, the court may stay a derivative proceeding for a...
  • § 55-7-44   Dismissal
    (a) The court shall dismiss a derivative proceeding on motion of the corporation if one of the groups specified in subsection (b) or (f) of...
  • § 55-7-45   Discontinuance or settlement
    (a) A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will...
  • § 55-7-46   Payment of expenses
    On termination of the derivative proceeding, the court may: (1) Order the corporation to pay the plaintiff's reasonable expenses, including attorneys' fees, incurred in the...
  • § 55-7-47   Applicability to foreign corporations
    In any derivative proceeding in the right of a foreign corporation, the matters covered by this Part shall be governed by the laws of the...
  • § 55-7-48   Suits against directors of public corporations
    In addition to the requirements of this Part, the plaintiff in an action brought on behalf of a corporation that is a public corporation at...
  • § 55-7-49   Privileged communications
    In any derivative proceeding, no shareholder shall be entitled to obtain or have access to any communication within the scope of the corporation's attorney‑client privilege...

Article 8 - Directors and Officers.

  • § 55-8-01   Requirement for and duties of board of directors
    (a) Except as provided in subsection (c), each corporation must have a board of directors. (b) All corporate powers shall be exercised by or under...
  • § 55-8-02   Qualifications of directors
    The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this State or a shareholder of...
  • § 55-8-03   Number and election of directors
    (a) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of...
  • § 55-8-04   Election of directors by certain classes of shareholders
    If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of...
  • § 55-8-05   Terms of directors generally
    (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (b) The terms of...
  • § 55-8-06   Staggered terms for directors
    The articles of incorporation or bylaws adopted by the shareholders may provide for staggering the terms of directors by dividing the total number of directors...
  • § 55-8-07   Resignation of directors
    (a) A director may resign at any time by communicating his resignation to the board of directors, its chair, or the corporation. (b) A resignation...
  • § 55-8-08   Removal of directors by shareholders
    (a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only...
  • § 55-8-09   Removal of directors by judicial proceeding
    (a) The superior court of the county where a corporation's principal office (or, if none in this State, its registered office) is located may remove...
  • § 55-8-10   Vacancy on board
    (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including, without limitation, a vacancy resulting from an...
  • § 55-8-11   Compensation of directors
    Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. (1955, c. 1371, s. 1; 1989,...
  • § 55-8-12 through 55-8-19   Reserved for future codification purposes
  • § 55-8-20   Meetings
    (a) The board of directors may hold regular or special meetings in or out of this State. (b) Unless otherwise provided by the articles of...
  • § 55-8-21   Action without meeting
    (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this Chapter to be taken at a board of directors'...
  • § 55-8-22   Notice of meeting
    (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date,...
  • § 55-8-23   Waiver of notice
    (a) A director may waive any notice required by this Chapter, the articles of incorporation, or bylaws before or after the date and time stated...
  • § 55-8-24   Quorum and voting
    (a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of: (1) A majority of...
  • § 55-8-25   Committees
    (a) Unless this Chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one or more committees and appoint...
  • § 55-8-26 through 55-8-29   Reserved for future codification purposes
  • § 55-8-30   General standards for directors
    (a) A director shall discharge his duties as a director, including his duties as a member of a committee: (1) In good faith; (2) With...
  • § 55-8-31   Director conflict of interest
    (a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest....
  • § 55-8-32   Loans to directors
    (a) Except as provided by subsection (c), a corporation may not directly or indirectly lend money to or guarantee the obligation of a director of...
  • § 55-8-33   Liability for unlawful distributions
    (a) A director who votes for or assents to a distribution made in violation of G.S. 55‑6‑40 or the articles of incorporation is personally liable...
  • § 55-8-34 through 55-8-39   Reserved for future codification purposes
  • § 55-8-40   Officers
    (a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) A duly...
  • § 55-8-41   Duties of officers
    Each officer has the authority and duties set forth in the bylaws or, to the extent consistent with the bylaws, the authority and duties prescribed...
  • § 55-8-42   Standards of conduct for officers
    (a) An officer with discretionary authority shall discharge his duties under that authority: (1) In good faith; (2) With the care an ordinarily prudent person...
  • § 55-8-43   Resignation and removal of officers
    (a) An officer may resign at any time by communicating his resignation to the corporation. A resignation is effective when it is communicated unless it...
  • § 55-8-44   Contract rights of officers
    (a) The appointment of an officer does not itself create contract rights. (b) An officer's removal does not itself affect the officer's contract rights, if...
  • § 55-8-45 through 55-8-49   Reserved for future codification purposes
  • § 55-8-50   Policy statement and definitions
    (a) It is the public policy of this State to enable corporations organized under this Chapter to attract and maintain responsible, qualified directors, officers, employees...
  • § 55-8-51   Authority to indemnify
    (a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because he is or was a...
  • § 55-8-52   Mandatory indemnification
    Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense...
  • § 55-8-53   Advance for expenses
    Expenses incurred by a director in defending a proceeding may be paid by the corporation in advance of the final disposition of such proceeding as...
  • § 55-8-54   Court-ordered indemnification
    Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to...
  • § 55-8-55   Determination and authorization of indemnification
    (a) A corporation may not indemnify a director under G.S. 55‑8‑51 unless authorized in the specific case after a determination has been made that indemnification...
  • § 55-8-56   Indemnification of officers, employees, and agents
    Unless a corporation's articles of incorporation provide otherwise: (1) An officer of the corporation is entitled to mandatory indemnification under G.S. 55‑8‑52, and is entitled...
  • § 55-8-57   Additional indemnification and insurance
    (a) In addition to and separate and apart from the indemnification provided for in G.S. 55‑8‑51, 55‑8‑52, 55‑8‑54, 55‑8‑55 and 55‑8‑56, a corporation may in...
  • § 55-8-58   Application of Part
    (a) If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the...

Article 9 - Shareholder Protection Act.

  • § 55-9-01   Short title and definitions
    (a) The provisions of this Article shall be known and may be cited as The North Carolina Shareholder Protection Act. (b) In this Article: (1)...
  • § 55-9-02   Voting requirement
    Notwithstanding any other provisions of the North Carolina Business Corporation Act, the affirmative vote of the holders of ninety‑five percent (95%) of the voting shares...
  • § 55-9-03   Exception to voting requirement
    The voting requirement of G.S. 55‑9‑02 shall not be applicable to a business combination if each of the following conditions is met: (1) The cash,...
  • § 55-9-04   General
    (a) The provisions of this Article shall also apply to a business combination with an other entity which at any time has been the beneficial...
  • § 55-9-05   Exemptions
    The provisions of G.S. 55‑9‑02 shall not be applicable to any corporation that shall be made the subject of a business combination by an other...

Article 9A - Control Share Acquisitions.

  • § 55-9A-01   Short title and definitions
    (a) The provisions of this Article shall be known and may be cited as The North Carolina Control Share Acquisition Act. (b) In this Article:...
  • § 55-9A-02   Acquiring person statement
    Any person who has made a control share acquisition or who has made a bona fide written offer to make a control share acquisition may...
  • § 55-9A-03   Meeting of shareholders
    (a) If the acquiring person so requests at the time of delivery of an acquiring person statement and gives an undertaking to pay the covered...
  • § 55-9A-04   Notice
    If a special meeting is requested pursuant to G.S. 55‑9A‑03, notice of the special meeting of shareholders shall be given as promptly as reasonably practicable...
  • § 55-9A-05   Voting rights
    (a) Control shares acquired in a control share acquisition shall not have voting rights unless such rights are granted by resolution adopted by the shareholders...
  • § 55-9A-06   Right of redemption by shareholders
    (a) Unless otherwise provided in the articles of incorporation or a bylaw of the covered corporation adopted by the shareholders before a control share acquisition...
  • § 55-9A-07   Severability
    If any provision or clause of this Article or application thereof to any person or circumstance is held invalid, such invalidity shall not affect other...
  • § 55-9A-08   Construction
    The provisions of this Article shall apply notwithstanding any provisions of Article 7 of this Chapter and in the event of any conflict between this...
  • § 55-9A-09   Exemptions
    The provisions of this Article shall not be applicable to any corporation if, on or before September 30, 1990, or such earlier date as may...

Article 10 - Amendment of Articles of Incorporation and Bylaws.

Article 11 - Merger and Share Exchange.

  • § 55-11-01   Merger
    (a) One or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders (if required by...
  • § 55-11-02   Share exchange
    (a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors...
  • § 55-11-03   Action on plan
    (a) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board of...
  • § 55-11-04   Merger with subsidiary
    (a) Subject to Article 9, a parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation...
  • § 55-11-05   Articles of merger or share exchange
    (a) After a plan of merger or a plan of share exchange for the acquisition of shares of a domestic corporation has been authorized as...
  • § 55-11-06   Effect of merger or share exchange
    (a) When a merger pursuant to G.S. 55‑11‑01, 55‑11‑04, 55‑11‑07, or 55‑11‑09 takes effect: (1) Each other merging corporation merges into the surviving corporation and...
  • § 55-11-07   Merger or share exchange with foreign corporation
    (a) One or more foreign corporations may merge with one or more domestic corporations, and a foreign corporation may enter into a share exchange with...
  • § 55-11-08   Article 9 to control
    Nothing in this Article shall be construed to modify in any manner the provisions or applicability of Article 9. (1989, c. 265, s. 1.)
  • § 55-11-09   Merger with nonprofit corporation
    (a) One or more domestic or foreign nonprofit corporations may merge with one or more domestic corporations if: (1) Each domestic nonprofit corporation complies with...
  • § 55-11-10   Merger with unincorporated entity
    (a) Repealed by Session Laws 2001‑387, s. 22, effective January 1, 2002. (b) One or more domestic corporations may merge with one or more unincorporated...

Article 11A - Conversions.

  • § 55-11A-01   Conversion
    A business entity, other than a domestic corporation, may convert to a domestic corporation if: (1) The conversion is permitted by the laws of the...
  • § 55-11A-02   Plan of conversion
    (a) The converting business entity shall approve a written plan of conversion containing: (1) The name of the converting business entity, its type of business...
  • § 55-11A-03   Filing of articles of incorporation by converting entity
    (a) After a plan of conversion has been approved by the converting business entity as provided in G.S. 55‑11A‑02, the converting business entity shall deliver...
  • § 55-11A-04   Effects of conversion
    When the conversion takes effect: (1) The converting business entity ceases its prior form of organization and continues in existence as the resulting domestic corporation;...
  • § 55-11A-05 through 55-11A-09   Reserved for future codification purposes
  • § 55-11A-10   Conversion
    A domestic corporation may convert to a different business entity if: (1) The conversion is permitted by the laws of the state or country governing...
  • § 55-11A-11   Plan of conversion
    (a) The converting domestic corporation shall approve a written plan of conversion containing: (1) The name of the converting domestic corporation; (2) The name of...
  • § 55-11A-12   Articles of conversion
    (a) After a plan of conversion has been approved by the converting domestic corporation as provided in G.S. 55‑11A‑11, the converting domestic corporation shall deliver...
  • § 55-11A-13   Effects of conversion
    (a) When the conversion takes effect: (1) The converting domestic corporation ceases its prior form of organization and continues in existence as the resulting business...

Article 12 - Transfer of Assets.

Article 13 - Dissenters' Rights.

  • § 55-13-01   Definitions
    In this Article: (1) "Corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation...
  • § 55-13-02   Right to dissent
    (a) In addition to any rights granted under Article 9, a shareholder is entitled to dissent from, and obtain payment of the fair value of...
  • § 55-13-03   Dissent by nominees and beneficial owners
    (a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect...
  • § 55-13-04 through 55-13-19   Reserved for future codification purposes
  • § 55-13-20   Notice of dissenters' rights
    (a) If proposed corporate action creating dissenters' rights under G.S. 55‑13‑02 is submitted to a vote at a shareholders' meeting, the meeting notice must state...
  • § 55-13-21   Notice of intent to demand payment
    (a) If proposed corporate action creating dissenters' rights under G.S. 55‑13‑02 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to...
  • § 55-13-22   Dissenters' notice
    (a) If proposed corporate action creating dissenters' rights under G.S. 55‑13‑02 is approved at a shareholders' meeting, the corporation shall mail by registered or certified...
  • § 55-13-23   Duty to demand payment
    (a) A shareholder sent a dissenters' notice described in G.S. 55‑13‑22 must demand payment and deposit his share certificates in accordance with the terms of...
  • § 55-13-24   Share restrictions
    (a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action...
  • § 55-13-25   Payment
    (a) As soon as the proposed corporate action is taken, or within 30 days after receipt of a payment demand, the corporation shall pay each...
  • § 55-13-26   Failure to take action
    (a) If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates, the...
  • § 55-13-27   Reserved for future codification purposes
  • § 55-13-28   Procedure if shareholder dissatisfied with corporation's payment or failure to perform
    (a) A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due,...
  • § 55-13-29   Reserved for future codification purposes
  • § 55-13-30   Court action
    (a) If a demand for payment under G.S. 55‑13‑28 remains unsettled, the dissenter may commence a proceeding within 60 days after the earlier of (i)...
  • § 55-13-31   Court costs and counsel fees
    (a) The court in an appraisal proceeding commenced under G.S. 55‑13‑30 shall determine all costs of the proceeding, including the reasonable compensation and expenses of...

Article 14 - Dissolution.

  • § 55-14-01   Dissolution by incorporators or directors
    (a) The board of directors or, if the corporation has no directors, a majority of the incorporators of a corporation that has not issued shares...
  • § 55-14-02   Dissolution by board of directors and shareholders
    (a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The...
  • § 55-14-03   Articles of dissolution
    (a) At any time after dissolution is authorized pursuant to G.S. 55‑14‑02, the corporation may dissolve by delivering to the Secretary of State for filing...
  • § 55-14-04   Revocation of dissolution
    (a) A corporation may revoke its dissolution within 120 days after its effective date. (b) Revocation of dissolution must be authorized in the same manner...
  • § 55-14-05   Effect of dissolution
    (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business...
  • § 55-14-06   Known claims against dissolved corporation
    (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall...
  • § 55-14-07   Unknown and certain other claims against dissolved corporation
    (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with...
  • § 55-14-08   Enforcement of claims
    (a) A claim under G.S. 55‑14‑06 or G.S. 55‑14‑07 may be enforced: (1) Against the dissolved corporation, to the extent of its undistributed assets, including...
  • § 55-14-09   Court proceedings
    (a) A dissolved corporation that has published a notice under G.S. 55‑14‑07 may file an application with the superior court of the county where the...
  • § 55-14-10 through 55-14-19   Reserved for future codification purposes
  • § 55-14-20   Grounds for administrative dissolution
    The Secretary of State may commence a proceeding under G.S. 55‑14‑21 to dissolve administratively a corporation if: (1) The corporation does not pay within 60...
  • § 55-14-21   Procedure for and effect of administrative dissolution
    (a) If the Secretary of State determines that one or more grounds exist under G.S. 55‑14‑20 for dissolving a corporation, he shall mail the corporation...
  • § 55-14-22   Reinstatement following administrative dissolution
    (a) A corporation administratively dissolved under G.S. 55‑14‑21 may apply to the Secretary of State for reinstatement. The application must: (1) Recite the name of...
  • § 55-14-23   Appeal from denial of reinstatement
    (a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he shall serve the corporation under G.S. 55D‑33 with a...
  • § 55-14-24   Inapplicability of Administrative Procedure Act
    The Administrative Procedure Act shall not apply to any proceeding or appeal provided for in G.S. 55‑14‑20 through 55‑14‑23. (1989, c. 265, s. 1.)
  • § 55-14-25 through 55-14-29   Reserved for future codification purposes
  • § 55-14-30   Grounds for judicial dissolution
    The superior court may dissolve a corporation: (1) In a proceeding by the Attorney General if it is established that (i) the corporation obtained its...
  • § 55-14-31   Procedure for judicial dissolution
    (a) Venue for a proceeding to dissolve a corporation lies in the county where a corporation's principal office (or, if none in this State, its...
  • § 55-14-32   Receivership
    (a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or to...
  • § 55-14-33   Decree of dissolution
    (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in G.S. 55‑14‑30 exist, it may enter a...
  • § 55-14-34 through 55-14-39   Reserved for future codification purposes
  • § 55-14-40   Disposition of amounts due to unavailable shareholders and creditors
    Upon liquidation of a corporation, the portion of the assets distributable to a creditor or shareholder who is unknown or cannot be found shall be...

Article 14A - Reorganization.

Article 15 - Foreign Corporations.

Article 16 - Records and Reports.

Article 17 - Transition and Curative Provisions.

  • § 55-17-01   Applicability of act
    (a) The provisions of this Chapter shall apply to every corporation for profit, and, so far as appropriate, to every corporation not for profit having...
  • § 55-17-02   Application to qualified foreign corporations
    A foreign corporation authorized to transact business in this State on July 1, 1990 is subject to this Chapter but is not required to obtain...
  • § 55-17-03   Saving provisions
    (a) The existence of corporations formed before July 1, 1990, shall not be impaired by the enactment of this Chapter nor by any change made...
  • § 55-17-04   Severability
    If any provision of this Chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity...
  • § 55-17-05   Curative statute
    All deeds, conveyances and other instruments executed prior to the effective date of this Chapter and validated by the curative provisions of former G.S. 55‑36.1...