North Carolina General Statutes
Chapter 55 - North Carolina Business Corporation Act

§ 55-1-22.1 - through 55-1-27Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s3(b). - 55-1-22.1 through 55-1-27: Transferred to 55D-11 through 55D-17 by Session...

§ 55-1-22.2 - 55-1-22.1 through 55-1-27Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s3(b). - 55-1-22.1 through 55-1-27: Transferred to 55D-11 through 55D-17 by Session...

§ 55-1-23 - 55-1-22.1 through 55-1-27Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s3(b). - 55-1-22.1 through 55-1-27: Transferred to 55D-11 through 55D-17 by Session...

§ 55-1-24 - 55-1-22.1 through 55-1-27Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s3(b). - 55-1-22.1 through 55-1-27: Transferred to 55D-11 through 55D-17 by Session...

§ 55-1-25 - 55-1-22.1 through 55-1-27Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s3(b). - 55-1-22.1 through 55-1-27: Transferred to 55D-11 through 55D-17 by Session...

§ 55-1-26 - 55-1-22.1 through 55-1-27Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s3(b). - 55-1-22.1 through 55-1-27: Transferred to 55D-11 through 55D-17 by Session...

§ 55-1-27 - 55-1-22.1 through Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s3(b). - 55-1-22.1 through 55-1-27: Transferred to 55D-11 through 55D-17 by Session...

§ 55-1-28 - Certificate of existence. - 55-1-28. Certificate of existence. (a) Anyone may apply to the...

§ 55-1-29 - Transferred to § 55D-18 by Session Laws 2001-358, s3(b). - 55-1-29: Transferred to 55D-18 by Session Laws 2001-358, s. 3(b).

§ 55-1-30 - Powers. - 55-1-30. Powers. The Secretary of State has the power reasonably...

§ 55-1-31 - Interrogatories by Secretary of State. - 55-1-31. Interrogatories by Secretary of State. The Secretary of State...

§ 55-1-32 - Penalties imposed upon corporations, officers, and directors for failure to answer interrogatories. - 55-1-32. Penalties imposed upon corporations, officers, and directors for failure...

§ 55-1-33 - Information disclosed by interrogatories. - 55-1-33. Information disclosed by interrogatories. Interrogatories propounded by the Secretary...

§ 55-1-40 - Chapter definitions. - 55-1-40. Chapter definitions. In this Chapter unless otherwise specifically provided:...

§ 55-1-41 - Notice. - 55-1-41. Notice. (a) Notice under this Chapter shall be in...

§ 55-1-42 - Number of shareholders. - 55-1-42. Number of shareholders. (a) For purposes of this Chapter,...

§ 55-1-50 - Electronic transactions. - 55-1-50. Electronic transactions. For purposes of applying Article 40 of...

§ 55-1-60 - Definitions. - 55-1-60. Definitions. In this Part, the following definitions apply: (1)...

§ 55-1-61 - Defective corporate actions. - 55-1-61. Defective corporate actions. (a) A defective corporate action is...

§ 55-1-62 - Ratification of defective corporate actions. - 55-1-62. Ratification of defective corporate actions. (a) Except as otherwise...

§ 55-1-63 - Action on ratification. - 55-1-63. Action on ratification. (a) The quorum and voting requirements...

§ 55-1-64 - Notice requirements. - 55-1-64. Notice requirements. (a) Unless shareholder approval is required under...

§ 55-1-65 - Effect of ratification. - 55-1-65. Effect of ratification. Ratification in accordance with this Part...

§ 55-1-66 - Filings. - 55-1-66. Filings. (a) If the defective corporate action ratified under...

§ 55-1-67 - Judicial proceedings regarding validity of corporate actions. - 55-1-67. Judicial proceedings regarding validity of corporate actions. (a) Upon...

Article 2 - Incorporation.

§ 55-2-01 - Incorporators. - 55-2-01. Incorporators. One or more persons may act as the...

§ 55-2-02 - Articles of incorporation. - 55-2-02. Articles of incorporation. (a) The articles of incorporation must...

§ 55-2-03 - Incorporation. - 55-2-03. Incorporation. (a) Corporate existence begins when the articles of...

§ 55-2-05 - Organization of corporation. - 55-2-05. Organization of corporation. (a) After incorporation: (1) If initial...

§ 55-2-06 - Bylaws. - 55-2-06. Bylaws. (a) The incorporators or board of directors of...

§ 55-2-07 - Emergency bylaws. - 55-2-07. Emergency bylaws. (a) Unless the articles of incorporation provide...

Article 3 - Purposes and Powers.

§ 55-3-01 - Purposes. - 55-3-01. Purposes. (a) Every corporation incorporated under this Chapter has...

§ 55-3-02 - General powers. - 55-3-02. General powers. (a) Unless its articles of incorporation or...

§ 55-3-03 - Emergency powers. - 55-3-03. Emergency powers. (a) In anticipation of or during an...

§ 55-3-04 - Ultra vires. - 55-3-04. Ultra vires. (a) Except as provided in subsection (b),...

§ 55-3-05 - Exercise of corporate franchises not granted. - 55-3-05. Exercise of corporate franchises not granted. The Attorney General...

Article 4 - Name.

§ 55-4-01 - through 55-4-05Transferred to §§ 55D-20 through 55D-27 by Session Laws 2001-358, ss14(a) and 14(b). - 55-4-01 through 55-4-05: Transferred to 55D-20 through 55D-27 by Session...

§ 55-4-02 - 55-4-01 through 55-4-05Transferred to §§ 55D-20 through 55D-27 by Session Laws 2001-358, ss14(a) and 14(b). - 55-4-01 through 55-4-05: Transferred to 55D-20 through 55D-27 by Session...

§ 55-4-03 - 55-4-01 through 55-4-05Transferred to §§ 55D-20 through 55D-27 by Session Laws 2001-358, ss14(a) and 14(b). - 55-4-01 through 55-4-05: Transferred to 55D-20 through 55D-27 by Session...

§ 55-4-04 - 55-4-01 through 55-4-05Transferred to §§ 55D-20 through 55D-27 by Session Laws 2001-358, ss14(a) and 14(b). - 55-4-01 through 55-4-05: Transferred to 55D-20 through 55D-27 by Session...

§ 55-4-05 - 55-4-01 through Transferred to §§ 55D-20 through 55D-27 by Session Laws 2001-358, ss14(a) and 14(b). - 55-4-01 through 55-4-05: Transferred to 55D-20 through 55D-27 by Session...

Article 5 - Office and Agent.

§ 55-5-01 - Registered office and registered agent. - 55-5-01. Registered office and registered agent. Each corporation must maintain...

§ 55-5-02 - through 55-5-04Transferred to §§ 55D-31 through 55D-33 by Session Laws 2001-358, s44. - 55-5-02 through 55-5-04: Transferred to 55D-31 through 55D-33 by Session...

§ 55-5-03 - 55-5-02 through 55-5-04Transferred to §§ 55D-31 through 55D-33 by Session Laws 2001-358, s44. - 55-5-02 through 55-5-04: Transferred to 55D-31 through 55D-33 by Session...

§ 55-5-04 - 55-5-02 through Transferred to §§ 55D-31 through 55D-33 by Session Laws 2001-358, s44. - 55-5-02 through 55-5-04: Transferred to 55D-31 through 55D-33 by Session...

Article 6 - Shares and Distribution.

§ 55-6-01 - Authorized shares. - 55-6-01. Authorized shares. (a) The articles of incorporation must prescribe...

§ 55-6-02 - Terms of class or series determined by board of directors. - 55-6-02. Terms of class or series determined by board of...

§ 55-6-03 - Issued and outstanding shares. - 55-6-03. Issued and outstanding shares. (a) A corporation may issue...

§ 55-6-04 - Fractional shares. - 55-6-04. Fractional shares. (a) A corporation may: (1) Issue fractions...

§ 55-6-20 - Subscription for shares before incorporation. - 55-6-20. Subscription for shares before incorporation. (a) A subscription for...

§ 55-6-21 - Issuance of shares. - 55-6-21. Issuance of shares. (a) The powers granted in this...

§ 55-6-22 - Liability of shareholders. - 55-6-22. Liability of shareholders. (a) A purchaser from a corporation...

§ 55-6-23 - Share dividends. - 55-6-23. Share dividends. (a) Unless the articles of incorporation provide...

§ 55-6-24 - Rights, options, and warrants. - 55-6-24. Rights, options, and warrants. (a) A corporation may issue...

§ 55-6-25 - Form and content of certificates. - 55-6-25. Form and content of certificates. (a) Shares may but...

§ 55-6-26 - Shares without certificate. - 55-6-26. Shares without certificate. (a) Unless the articles of incorporation...

§ 55-6-27 - Restriction on transfer of shares and other securities. - 55-6-27. Restriction on transfer of shares and other securities. (a)...

§ 55-6-28 - Expense of issue. - 55-6-28. Expense of issue. A corporation may pay the expenses...

§ 55-6-30 - Shareholders' preemptive rights. - 55-6-30. Shareholders' preemptive rights. (a) The shareholders of a corporation...

§ 55-6-31 - Corporation's acquisition of its own shares. - 55-6-31. Corporation's acquisition of its own shares. (a) A corporation...

§ 55-6-40 - Distributions to shareholders. - 55-6-40. Distributions to shareholders. (a) A board of directors may...

Article 7 - Shareholders.

§ 55-7-01 - Annual meeting. - 55-7-01. Annual meeting. (a) A corporation shall hold a meeting...

§ 55-7-02 - Special meeting. - 55-7-02. Special meeting. (a) A corporation shall hold a special...

§ 55-7-03 - Court-ordered meeting. - 55-7-03. Court-ordered meeting. (a) The superior court of the county...

§ 55-7-04 - Action without meeting. - 55-7-04. Action without meeting. (a) Action required or permitted by...

§ 55-7-05 - Notice of meeting. - 55-7-05. Notice of meeting. (a) A corporation shall notify shareholders...

§ 55-7-06 - Waiver of notice. - 55-7-06. Waiver of notice. (a) A shareholder may waive any...

§ 55-7-07 - Record date. - 55-7-07. Record date. (a) The bylaws may fix or provide...

§ 55-7-09 - Remote participation in meetings; meetings held solely by remote participation. - 55-7-09. Remote participation in meetings; meetings held solely by remote...

§ 55-7-20 - Shareholders' list for meeting. - 55-7-20. Shareholders' list for meeting. (a) After fixing a record...

§ 55-7-21 - Voting entitlement of shares. - 55-7-21. Voting entitlement of shares. (a) Except as provided in...

§ 55-7-21.1 - Rights of holders of debt securities. - 55-7-21.1. Rights of holders of debt securities. In addition to...

§ 55-7-22 - Proxies. - 55-7-22. Proxies. (a) A shareholder may vote his shares in...

§ 55-7-23 - Shares held by nominees. - 55-7-23. Shares held by nominees. (a) A corporation may establish...

§ 55-7-24 - Corporation's acceptance of votes. - 55-7-24. Corporation's acceptance of votes. (a) If the name signed...

§ 55-7-25 - Quorum and voting requirements for voting groups. - 55-7-25. Quorum and voting requirements for voting groups. (a) Shares...

§ 55-7-26 - Action by single and multiple voting groups. - 55-7-26. Action by single and multiple voting groups. (a) If...

§ 55-7-27 - Greater quorum or voting requirements. - 55-7-27. Greater quorum or voting requirements. (a) The articles of...

§ 55-7-28 - Voting for directors; cumulative voting. - 55-7-28. Voting for directors; cumulative voting. (a) Unless otherwise provided...

§ 55-7-30 - Voting trusts. - 55-7-30. Voting trusts. (a) One or more shareholders may create...

§ 55-7-31 - Shareholders' agreements. - 55-7-31. Shareholders' agreements. (a) An agreement between two or more...

§ 55-7-40 - Shareholders' derivative actions. - 55-7-40. Shareholders' derivative actions. Subject to the provisions of G.S....

§ 55-7-40.1 - Definitions. - 55-7-40.1. Definitions. In this Part: (1) "Derivative proceeding" means a...

§ 55-7-41 - Standing. - 55-7-41. Standing. A shareholder may not commence or maintain a...

§ 55-7-42 - Demand. - 55-7-42. Demand. No shareholder may commence a derivative proceeding until:...

§ 55-7-43 - Stay of proceedings. - 55-7-43. Stay of proceedings. If the corporation commences an inquiry...

§ 55-7-44 - Dismissal. - 55-7-44. Dismissal. (a) The court shall dismiss a derivative proceeding...

§ 55-7-45 - Discontinuance or settlement. - 55-7-45. Discontinuance or settlement. (a) A derivative proceeding may not...

§ 55-7-46 - Payment of expenses. - 55-7-46. Payment of expenses. On termination of the derivative proceeding,...

§ 55-7-47 - Applicability to foreign corporations. - 55-7-47. Applicability to foreign corporations. In any derivative proceeding in...

§ 55-7-48 - Suits against directors of public corporations. - 55-7-48. Suits against directors of public corporations. In addition to...

§ 55-7-49 - Privileged communications. - 55-7-49. Privileged communications. In any derivative proceeding, no shareholder shall...

§ 55-7-50 - Exclusive forum or venue provisions valid. - 55-7-50. Exclusive forum or venue provisions valid. A provision in...

Article 8 - Directors and Officers.

§ 55-8-01 - Requirement for and duties of board of directors. - 55-8-01. Requirement for and duties of board of directors. (a)...

§ 55-8-02 - Qualifications of directors. - 55-8-02. Qualifications of directors. The articles of incorporation or bylaws...

§ 55-8-03 - Number and election of directors. - 55-8-03. Number and election of directors. (a) A board of...

§ 55-8-04 - Election of directors by certain classes of shareholders. - 55-8-04. Election of directors by certain classes of shareholders. If...

§ 55-8-05 - Terms of directors generally. - 55-8-05. Terms of directors generally. (a) The terms of the...

§ 55-8-06 - Staggered terms for directors. - 55-8-06. Staggered terms for directors. The articles of incorporation or...

§ 55-8-07 - Resignation of directors. - 55-8-07. Resignation of directors. (a) A director may resign at...

§ 55-8-08 - Removal of directors by shareholders. - 55-8-08. Removal of directors by shareholders. (a) The shareholders may...

§ 55-8-09 - Removal of directors by judicial proceeding. - 55-8-09. Removal of directors by judicial proceeding. (a) The superior...

§ 55-8-10 - Vacancy on board. - 55-8-10. Vacancy on board. (a) Unless the articles of incorporation...

§ 55-8-11 - Compensation of directors. - 55-8-11. Compensation of directors. Unless the articles of incorporation or...

§ 55-8-20 - Meetings. - 55-8-20. Meetings. (a) The board of directors may hold regular...

§ 55-8-21 - Action without meeting. - 55-8-21. Action without meeting. (a) Unless the articles of incorporation...

§ 55-8-22 - Notice of meeting. - 55-8-22. Notice of meeting. (a) Unless the articles of incorporation...

§ 55-8-23 - Waiver of notice. - 55-8-23. Waiver of notice. (a) A director may waive any...

§ 55-8-24 - Quorum and voting. - 55-8-24. Quorum and voting. (a) Unless the articles of incorporation...

§ 55-8-25 - Committees. - 55-8-25. Committees. (a) Unless this Chapter, the articles of incorporation,...

§ 55-8-26 - Submission of matters for shareholder vote. - 55-8-26. Submission of matters for shareholder vote. A corporation may...

§ 55-8-30 - General standards for directors. - 55-8-30. General standards for directors. (a) A director shall discharge...

§ 55-8-31 - Director conflict of interest. - 55-8-31. Director conflict of interest. (a) A conflict of interest...

§ 55-8-32 - Loans to directors. - 55-8-32. Loans to directors. (a) Except as provided by subsection...

§ 55-8-33 - Liability for unlawful distributions. - 55-8-33. Liability for unlawful distributions. (a) A director who votes...

§ 55-8-40 - Officers. - 55-8-40. Officers. (a) A corporation has the officers described in...

§ 55-8-41 - Duties of officers. - 55-8-41. Duties of officers. Each officer has the authority and...

§ 55-8-42 - Standards of conduct for officers. - 55-8-42. Standards of conduct for officers. (a) An officer with...

§ 55-8-43 - Resignation and removal of officers. - 55-8-43. Resignation and removal of officers. (a) An officer may...

§ 55-8-44 - Contract rights of officers. - 55-8-44. Contract rights of officers. (a) The appointment of an...

§ 55-8-50 - Policy statement and definitions. - 55-8-50. Policy statement and definitions. (b) Definitions in this Part:...

§ 55-8-51 - Authority to indemnify. - 55-8-51. Authority to indemnify. (a) Except as provided in subsection...

§ 55-8-52 - Mandatory indemnification. - 55-8-52. Mandatory indemnification. Unless limited by its articles of incorporation,...

§ 55-8-53 - Advance for expenses. - 55-8-53. Advance for expenses. Expenses incurred by a director in...

§ 55-8-54 - Court-ordered indemnification. - 55-8-54. Court-ordered indemnification. Unless a corporation's articles of incorporation provide...

§ 55-8-55 - Determination and authorization of indemnification. - 55-8-55. Determination and authorization of indemnification. (a) A corporation may...

§ 55-8-56 - Indemnification of officers, employees, and agents. - 55-8-56. Indemnification of officers, employees, and agents. Unless a corporation's...

§ 55-8-57 - Additional indemnification and insurance. - 55-8-57. Additional indemnification and insurance. (a) In addition to and...

§ 55-8-58 - Application of Part. - 55-8-58. Application of Part. (a) Subject to subsection (d) of...

Article 9 - Shareholder Protection Act.

§ 55-9-01 - Short title and definitions. - 55-9-01. Short title and definitions. (a) The provisions of this...

§ 55-9-02 - Voting requirement. - 55-9-02. Voting requirement. Notwithstanding any other provisions of the North...

§ 55-9-03 - Exception to voting requirement. - 55-9-03. Exception to voting requirement. The voting requirement of G.S....

§ 55-9-04 - General. - 55-9-04. General. (a) The provisions of this Article shall also...

§ 55-9-05 - Exemptions. - 55-9-05. Exemptions. The provisions of G.S. 55-9-02 shall not be...

Article 9A - Control Share Acquisitions.

§ 55-9A-01 - Short title and definitions. - 55-9A-01. Short title and definitions. (a) The provisions of this...

§ 55-9A-02 - Acquiring person statement. - 55-9A-02. Acquiring person statement. Any person who has made a...

§ 55-9A-03 - Meeting of shareholders. - 55-9A-03. Meeting of shareholders. (a) If the acquiring person so...

§ 55-9A-04 - Notice. - 55-9A-04. Notice. If a special meeting is requested pursuant to...

§ 55-9A-05 - Voting rights. - 55-9A-05. Voting rights. (a) Control shares acquired in a control...

§ 55-9A-06 - Right of redemption by shareholders. - 55-9A-06. Right of redemption by shareholders. (a) Unless otherwise provided...

§ 55-9A-07 - Severability. - 55-9A-07. Severability. If any provision or clause of this Article...

§ 55-9A-08 - Construction. - 55-9A-08. Construction. The provisions of this Article shall apply notwithstanding...

§ 55-9A-09 - Exemptions. - 55-9A-09. Exemptions. The provisions of this Article shall not be...

Article 10 - Amendment of Articles of Incorporation and Bylaws.

§ 55-10-01 - Authority to amend. - 55-10-01. Authority to amend. (a) A corporation may amend its...

§ 55-10-02 - Amendment by board of directors. - 55-10-02. Amendment by board of directors. Unless the articles of...

§ 55-10-03 - Amendment by board of directors and shareholders. - 55-10-03. Amendment by board of directors and shareholders. (a) If...

§ 55-10-04 - Voting on amendments by voting groups. - 55-10-04. Voting on amendments by voting groups. (a) The holders...

§ 55-10-05 - Amendment before issuance of shares. - 55-10-05. Amendment before issuance of shares. If a corporation has...

§ 55-10-06 - Articles of amendment. - 55-10-06. Articles of amendment. A corporation amending its articles of...

§ 55-10-07 - Restated articles of incorporation. - 55-10-07. Restated articles of incorporation. (a) A corporation's board of...

§ 55-10-09 - Effect of amendment. - 55-10-09. Effect of amendment. An amendment to articles of incorporation...

§ 55-10-20 - Amendment by board of directors or shareholders. - 55-10-20. Amendment by board of directors or shareholders. (a) A...

§ 55-10-22 - Bylaw increasing quorum or voting requirement for directors or prohibiting a meeting of shareholders solely by remote participation. - 55-10-22. Bylaw increasing quorum or voting requirement for directors or...

Article 11 - Merger and Share Exchange.

§ 55-11-01 - Merger. - 55-11-01. Merger. (a) One or more corporations may merge into...

§ 55-11-02 - Share exchange. - 55-11-02. Share exchange. (a) A corporation may acquire all of...

§ 55-11-03 - Action on plan. - 55-11-03. Action on plan. (a) After adopting a plan of...

§ 55-11-04 - Merger between parent corporation and subsidiary or between subsidiaries. - 55-11-04. Merger between parent corporation and subsidiary or between subsidiaries....

§ 55-11-05 - Articles of merger or share exchange. - 55-11-05. Articles of merger or share exchange. (a) After a...

§ 55-11-06 - Effect of merger or share exchange. - 55-11-06. Effect of merger or share exchange. (a) When a...

§ 55-11-07 - Merger or share exchange with foreign corporation. - 55-11-07. Merger or share exchange with foreign corporation. (a) One...

§ 55-11-08 - Article 9 to control. - 55-11-08. Article 9 to control. Nothing in this Article shall...

§ 55-11-09 - Merger with nonprofit corporation. - 55-11-09. Merger with nonprofit corporation. (a) One or more domestic...

§ 55-11-10 - Merger with unincorporated entity. - 55-11-10. Merger with unincorporated entity. (a) Repealed by Session Laws...

§ 55-11-11 - Recodified as G.S55-11-20 by Session Laws 2018-45, s22, effective October 1, 2018. - 55-11-11: Recodified as G.S. 55-11-20 by Session Laws 2018-45, s....

§ 55-11-12 - Merger between parent unincorporated entity and subsidiary corporation or corporations. - 55-11-12. Merger between parent unincorporated entity and subsidiary corporation or...

§ 55-11-13 - Effect of merger with unincorporated entity. - 55-11-13. Effect of merger with unincorporated entity. (a) Upon taking...

§ 55-11-20 - Merger to effect a holding company reorganization. - 55-11-20. Merger to effect a holding company reorganization. (a) The...

Article 11A - Conversions.

§ 55-11A-01 - Conversion. - 55-11A-01. Conversion. A business entity, other than a domestic corporation,...

§ 55-11A-02 - Plan of conversion. - 55-11A-02. Plan of conversion. (a) The converting business entity shall...

§ 55-11A-03 - Filing of articles of incorporation by converting entity. - 55-11A-03. Filing of articles of incorporation by converting entity. (a)...

§ 55-11A-04 - Effects of conversion. - 55-11A-04. Effects of conversion. When the conversion takes effect: (1)...

§ 55-11A-10 - Conversion. - 55-11A-10. Conversion. A domestic corporation may convert to a different...

§ 55-11A-11 - Plan of conversion. - 55-11A-11. Plan of conversion. (a) The converting domestic corporation shall...

§ 55-11A-12 - Articles of conversion. - 55-11A-12. Articles of conversion. (a) After a plan of conversion...

§ 55-11A-13 - Effects of conversion. - 55-11A-13. Effects of conversion. (a) When the conversion takes effect:...

Article 12 - Transfer of Assets.

§ 55-12-01 - Disposition of assets not requiring shareholder approval and mortgage of assets. - 55-12-01. Disposition of assets not requiring shareholder approval and mortgage...

§ 55-12-02 - Disposition of assets requiring shareholder approval. - 55-12-02. Disposition of assets requiring shareholder approval. (a) A corporation...

§ 55-12-03 - Article 9 to control. - 55-12-03. Article 9 to control. Nothing in this Article shall...

Article 13 - Appraisal Rights.

§ 55-13-01 - Definitions. - 55-13-01. Definitions. In this Article, the following definitions apply: (1)...

§ 55-13-02 - Right to appraisal. - 55-13-02. Right to appraisal. (a) In addition to any rights...

§ 55-13-03 - Assertion of rights by nominees and beneficial owners. - 55-13-03. Assertion of rights by nominees and beneficial owners. (a)...

§ 55-13-20 - Notice of appraisal rights. - 55-13-20. Notice of appraisal rights. (a) If any corporate action...

§ 55-13-21 - Notice of intent to demand payment and consequences of voting or consenting. - 55-13-21. Notice of intent to demand payment and consequences of...

§ 55-13-22 - Appraisal notice and form. - 55-13-22. Appraisal notice and form. (a) If a corporate action...

§ 55-13-23 - Perfection of rights; right to withdraw. - 55-13-23. Perfection of rights; right to withdraw. (a) A shareholder...

§ 55-13-25 - Payment. - 55-13-25. Payment. (a) Except as provided in G.S. 55-13-27, within...

§ 55-13-27 - After-acquired shares. - 55-13-27. After-acquired shares. (a) A corporation may elect to withhold...

§ 55-13-28 - Procedure if shareholder dissatisfied with payment or offer. - 55-13-28. Procedure if shareholder dissatisfied with payment or offer. (a)...

§ 55-13-30 - Court Action. - 55-13-30. Court Action. (a) If a shareholder makes a demand...

§ 55-13-31 - Court costs and expenses. - 55-13-31. Court costs and expenses. (a) The court in an...

§ 55-13-40 - Other remedies limited. - 55-13-40. Other remedies limited. (a) The legality of a proposed...

Article 14 - Dissolution.

§ 55-14-01 - Dissolution by incorporators or directors. - 55-14-01. Dissolution by incorporators or directors. (a) The board of...

§ 55-14-02 - Dissolution by board of directors and shareholders. - 55-14-02. Dissolution by board of directors and shareholders. (a) A...

§ 55-14-03 - Articles of dissolution. - 55-14-03. Articles of dissolution. (a) At any time after dissolution...

§ 55-14-04 - Revocation of dissolution. - 55-14-04. Revocation of dissolution. (a) A corporation may revoke its...

§ 55-14-05 - Effect of dissolution. - 55-14-05. Effect of dissolution. (a) A dissolved corporation continues its...

§ 55-14-06 - Known claims against dissolved corporation. - 55-14-06. Known claims against dissolved corporation. (a) A dissolved corporation...

§ 55-14-07 - Unknown and certain other claims against dissolved corporation. - 55-14-07. Unknown and certain other claims against dissolved corporation. (a)...

§ 55-14-08 - Enforcement of claims. - 55-14-08. Enforcement of claims. (a) A claim under G.S. 55-14-06...

§ 55-14-09 - Court proceedings. - 55-14-09. Court proceedings. (a) A dissolved corporation that has published...

§ 55-14-20 - Grounds for administrative dissolution. - 55-14-20. Grounds for administrative dissolution. The Secretary of State may...

§ 55-14-21 - Procedure for and effect of administrative dissolution. - 55-14-21. Procedure for and effect of administrative dissolution. (a) If...

§ 55-14-22 - Reinstatement following administrative dissolution. - 55-14-22. Reinstatement following administrative dissolution. (a) A corporation administratively dissolved...

§ 55-14-23 - Appeal from denial of reinstatement. - 55-14-23. Appeal from denial of reinstatement. (a) If the Secretary...

§ 55-14-24 - Inapplicability of Administrative Procedure Act. - 55-14-24. Inapplicability of Administrative Procedure Act. The Administrative Procedure Act...

§ 55-14-30 - Grounds for judicial dissolution. - 55-14-30. Grounds for judicial dissolution. The superior court may dissolve...

§ 55-14-31 - Procedure for judicial dissolution. - 55-14-31. Procedure for judicial dissolution. (a) Venue for a proceeding...

§ 55-14-32 - Receivership. - 55-14-32. Receivership. (a) A court in a judicial proceeding brought...

§ 55-14-33 - Decree of dissolution. - 55-14-33. Decree of dissolution. (a) If after a hearing the...

§ 55-14-40 - Disposition of amounts due to unavailable shareholders and creditors. - 55-14-40. Disposition of amounts due to unavailable shareholders and creditors....

Article 14A - Reorganization.

§ 55-14A-01 - Fundamental changes in reorganization proceedings. - 55-14A-01. Fundamental changes in reorganization proceedings. (a) Whenever a plan...

Article 15 - Foreign Corporations.

§ 55-15-01 - Authority to transact business required. - 55-15-01. Authority to transact business required. (a) A foreign corporation...

§ 55-15-02 - Consequences of transacting business without authority. - 55-15-02. Consequences of transacting business without authority. (a) No foreign...

§ 55-15-03 - Application for certificate of authority. - 55-15-03. Application for certificate of authority. (a) A foreign corporation...

§ 55-15-04 - Amended certificate of authority. - 55-15-04. Amended certificate of authority. (a) A foreign corporation authorized...

§ 55-15-05 - Effect of certificate of authority. - 55-15-05. Effect of certificate of authority. (a) A certificate of...

§ 55-15-07 - Registered office and registered agent of foreign corporation. - 55-15-07. Registered office and registered agent of foreign corporation. Each...

§ 55-15-20 - Withdrawal of foreign corporation. - 55-15-20. Withdrawal of foreign corporation. (a) A foreign corporation authorized...

§ 55-15-21 - Withdrawal of foreign corporation by reason of a merger, consolidation, or conversion. - 55-15-21. Withdrawal of foreign corporation by reason of a merger,...

§ 55-15-30 - Grounds for revocation. - 55-15-30. Grounds for revocation. (a) The Secretary of State may...

§ 55-15-31 - Procedure for and effect of revocation. - 55-15-31. Procedure for and effect of revocation. (a) If the...

§ 55-15-32 - Appeal from revocation. - 55-15-32. Appeal from revocation. (a) A foreign corporation may appeal...

§ 55-15-33 - Inapplicability of Administrative Procedure Act. - 55-15-33. Inapplicability of Administrative Procedure Act. The Administrative Procedure Act...

Article 16 - Records and Reports.

§ 55-16-01 - Corporate records. - 55-16-01. Corporate records. (a) A corporation shall maintain the following...

§ 55-16-01.1 - Definitions. - 55-16-01.1. Definitions. In this Article, the following definitions apply: (1)...

§ 55-16-02 - Inspection of records by shareholders. - 55-16-02. Inspection of records by shareholders. (a) A qualified shareholder...

§ 55-16-03 - Scope of inspection right. - 55-16-03. Scope of inspection right. (a) A qualified shareholder may...

§ 55-16-04 - Court-ordered inspection. - 55-16-04. Court-ordered inspection. (a) If a corporation does not allow...

§ 55-16-05 - Inspection of records by directors. - 55-16-05. Inspection of records by directors. (a) A director of...

§ 55-16-06 - Exception to notice requirements. - 55-16-06. Exception to notice requirements. (a) Whenever notice is required...

§ 55-16-20 - Financial statements for shareholders. - 55-16-20. Financial statements for shareholders. (a) Upon the written request...

§ 55-16-22 - Annual report. - 55-16-22. Annual report. (a) Requirement. - Except as provided in...

§ 55-16-22.2 - Report of veteran-owned small businesses and service-disabled veteran-owned small businesses. - 55-16-22.2. Report of veteran-owned small businesses and service-disabled veteran-owned small...

Article 17 - Transition and Curative Provisions.

§ 55-17-01 - Applicability of act. - 55-17-01. Applicability of act. (a) The provisions of this Chapter...

§ 55-17-02 - Application to qualified foreign corporations. - 55-17-02. Application to qualified foreign corporations. A foreign corporation authorized...

§ 55-17-03 - Saving provisions. - 55-17-03. Saving provisions. (a) The existence of corporations formed before...

§ 55-17-04 - Severability. - 55-17-04. Severability. If any provision of this Chapter or its...

§ 55-17-05 - Curative statute. - 55-17-05. Curative statute. All deeds, conveyances and other instruments executed...

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North Carolina General Statutes Chapter 55 - North Carolina Business Corporation Act

North Carolina General Statutes
Chapter 55 - North Carolina Business Corporation Act