North Carolina General Statutes Chapter 55A North Carolina Nonprofit Corporation Act

Article 1 - General Provisions.

  • N.C. Gen. Stat. § 55A-1-01.   Short title
    This Chapter shall be known and may be cited as the "North Carolina Nonprofit Corporation Act". (1993, c. 398, s. 1.)
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-1-03 through 55A-1-19.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-1-21.   Forms
    (a) The Secretary of State may promulgate and furnish on request forms for: (1) An application for a certificate of existence; (2) A foreign...
  • N.C. Gen. Stat. § 55A-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:...
  • N.C. Gen. Stat. § 55A-1-22.1 through 55A-1-27.   Repealed by Session Laws 2001-358, s. 7(b), effective January 1, 2002
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-1-29.   Repealed by Session Laws 2001-358, s. 7(b)
  • N.C. Gen. Stat. § 55A-1-30.   Powers
    The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this Chapter. (1955, c....
  • N.C. Gen. Stat. § 55A-1-31.   Interrogatories by Secretary of State
    The Secretary of State may propound to any domestic or foreign corporation which the Secretary of State has reason to believe is subject to...
  • N.C. Gen. Stat. § 55A-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,...
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-1-34 through 55A-1-39.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-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) "Board"...
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-1-42 through 55A-1-49.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-1-50.   Private Foundations
    Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the...
  • N.C. Gen. Stat. § 55A-1-51 through 55A-1-59.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-1-60.   Judicial relief
    (a) If for any reason it is impracticable for any corporation to call or conduct a meeting of its members, delegates, or directors, or...
  • N.C. Gen. Stat. § 55A-1-70.   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...

Article 2 - Organization.

  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-2-02.   Articles of incorporation
    (a) The articles of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of G.S. 55D-20 and G.S....
  • N.C. Gen. Stat. § 55A-2-03.   Incorporation
    (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The Secretary of State's...
  • N.C. Gen. Stat. § 55A-2-04.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-2-06.   Bylaws
    (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws may contain any provision...
  • N.C. Gen. Stat. § 55A-2-07.   Emergency bylaws
    (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt, amend, or repeal bylaws to be effective...

Article 3 - Purposes and Powers.

  • N.C. Gen. Stat. § 55A-3-01.   Purposes
    (a) Every corporation incorporated under this Chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth...
  • N.C. Gen. Stat. § 55A-3-02.   General powers
    (a) Unless its articles of incorporation or this Chapter provides otherwise, every corporation has perpetual duration and succession in its corporate name and has...
  • N.C. Gen. Stat. § 55A-3-03.   Emergency powers
    (a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1)...
  • N.C. Gen. Stat. § 55A-3-04.   Ultra vires
    (a) Except as provided in subsection (b) of this section, the validity of corporate action shall not be challenged on the ground that the...
  • N.C. Gen. Stat. § 55A-3-05.   Exercise of corporate franchises not granted
    The Attorney General may upon the Attorney General's own information or upon complaint of a private party bring an action in the name of...
  • N.C. Gen. Stat. § 55A-3-06.   Special powers; public parks and drives and certain recreational corporations
    Any corporation heretofore or hereafter formed for the purpose of creating and maintaining public parks and drives shall have full power and authority to...
  • N.C. Gen. Stat. § 55A-3-07.   Certain corporations subject to Public Records Act and Open Meetings Law
    Any of the following corporations organized under this Chapter is subject to the Public Records Act (Chapter 132 of the General Statutes) and the...

Article 4 - Names.

  • N.C. Gen. Stat. § 55A-4-01 through 55A-4-05.   Repealed by Session Laws 2001-358, s. 23, effective January 1, 2002

Article 5 - Office and Agent.

  • N.C. Gen. Stat. § 55A-5-01.   Registered office and registered agent
    Each corporation must maintain a registered office and registered agent as required by Article 4 of Chapter 55D of the General Statutes and is...
  • N.C. Gen. Stat. § 55A-5-02.   Repealed by Session Laws 2001-358, s. 48
  • N.C. Gen. Stat. § 55A-5-02.1.   Transferred to 55A-16-23 by Session Laws 2001-358, s. 48(d)
  • N.C. Gen. Stat. § 55A-5-03 through 55A-5-04.   Repealed by Session Laws 2001-358, s. 48(c), effective January 1, 2002

Article 6 - Members and Memberships.

  • N.C. Gen. Stat. § 55A-6-01.   Members
    (a) A corporation may have one or more classes of members or may have no members. (b) No person shall be admitted as a...
  • N.C. Gen. Stat. § 55A-6-02 through 55A-6-19.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-6-20.   Designations, qualifications, rights, and obligations of members
    If a corporation has members, the designations, qualifications, rights, and obligations of members shall be set forth in or authorized by the articles of...
  • N.C. Gen. Stat. § 55A-6-21.   Prohibition of stock
    A corporation shall neither authorize nor issue shares of stock. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 32; 1993, c. 398,...
  • N.C. Gen. Stat. § 55A-6-22.   Member's liability to third parties
    A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. (1993, c. 398,...
  • N.C. Gen. Stat. § 55A-6-23.   Member's liability for dues, assessments, and fees
    A member may become liable to the corporation for dues, assessments, or fees; provided, however, that a provision in the articles of incorporation or...
  • N.C. Gen. Stat. § 55A-6-24.   Creditor's action against member
    (a) A creditor of a corporation shall not bring a proceeding to enforce any liability of a member to the corporation unless final judgment...
  • N.C. Gen. Stat. § 55A-6-25 through 55A-6-29.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-6-30.   Resignation
    (a) Any member may resign at any time. (b) The resignation of a member does not relieve the member from any obligations incurred or...
  • N.C. Gen. Stat. § 55A-6-31.   Termination, expulsion, and suspension
    (a) No member of a corporation may be expelled or suspended, and no membership may be terminated or suspended, except in a manner that...
  • N.C. Gen. Stat. § 55A-6-32 through 55A-6-39.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-6-40.   Delegates
    (a) A corporation may provide in its articles of incorporation or bylaws for delegates having some or all of the authority of members. (b)...

Article 7 - Members' Meetings and Voting; Derivative Proceedings.

  • N.C. Gen. Stat. § 55A-7-01.   Annual and regular meetings
    (a) A corporation having members with the right to vote for directors shall hold a meeting of such members annually. (b) A corporation with...
  • N.C. Gen. Stat. § 55A-7-02.   Special meeting
    (a) A corporation with members shall hold a special meeting of members: (1) On call of its board of directors or the person or...
  • N.C. Gen. Stat. § 55A-7-03.   Court-ordered meeting
    (a) The superior court of the county where a corporation's principal office, or, if there is none in this State, its registered office, is...
  • N.C. Gen. Stat. § 55A-7-04.   Action by written consent
    (a) Action required or permitted by this Chapter to be taken at a meeting of members may be taken without a meeting if the...
  • N.C. Gen. Stat. § 55A-7-05.   Notice of meeting
    (a) A corporation shall give notice of meetings of members by any means that is fair and reasonable and consistent with its bylaws. (b)...
  • N.C. Gen. Stat. § 55A-7-06.   Waiver of notice
    (a) A member may waive any notice required by this Chapter, the articles of incorporation, or bylaws before or after the date and time...
  • N.C. Gen. Stat. § 55A-7-07.   Record date
    (a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members...
  • N.C. Gen. Stat. § 55A-7-08.   Action by written ballot
    (a) Unless prohibited or limited by the articles of incorporation or bylaws and without regard to the requirements of G.S. 55A-7-04, any action that...
  • N.C. Gen. Stat. § 55A-7-09 through 55A-7-19.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-7-20.   Members' list for meeting
    (a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all...
  • N.C. Gen. Stat. § 55A-7-21.   Voting entitlement generally
    (a) Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the...
  • N.C. Gen. Stat. § 55A-7-22.   Quorum requirements
    (a) Unless this Chapter, the articles of incorporation, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled...
  • N.C. Gen. Stat. § 55A-7-23.   Voting requirements
    (a) Unless this Chapter, the articles of incorporation, or the bylaws require a greater vote or voting by class, if a quorum is present,...
  • N.C. Gen. Stat. § 55A-7-24.   Proxies
    (a) Unless the articles of incorporation or bylaws prohibit or limit proxy voting, a member may vote in person or by proxy. A member...
  • N.C. Gen. Stat. § 55A-7-25.   Voting for directors; cumulative voting
    (a) Unless otherwise provided in the articles of incorporation, the bylaws, or an agreement valid under G.S. 55A-7-30, directors are elected by a plurality...
  • N.C. Gen. Stat. § 55A-7-26.   Other methods of electing directors
    A corporation may provide in its articles of incorporation or bylaws for election of directors by members or delegates: (1) On the basis of...
  • N.C. Gen. Stat. § 55A-7-27.   Corporation's acceptance of votes
    (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting...
  • N.C. Gen. Stat. § 55A-7-28.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-7-29.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-7-30.   Voting agreements
    (a) Two or more members may provide for the manner in which their voting rights will be exercised by signing an agreement for that...
  • N.C. Gen. Stat. § 55A-7-31 through 55A-7-39.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-7-40.   Derivative proceedings
    (a) An action may be brought in a superior court of this State, which shall have exclusive original jurisdiction over actions brought hereunder, in...

Article 8 - Directors and Officers.

  • N.C. Gen. Stat. § 55A-8-01.   Requirement for and duties of board
    (a) Except as provided in subsection (c) of this section, each corporation shall have a board of directors. (b) All corporate powers shall be...
  • N.C. Gen. Stat. § 55A-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 member...
  • N.C. Gen. Stat. § 55A-8-03.   Number of directors
    (a) A board of directors shall consist of one or more natural persons, with the number specified in or fixed in accordance with the...
  • N.C. Gen. Stat. § 55A-8-04.   Election, designation, and appointment of directors
    (a) If the corporation has members entitled to vote for directors, all the directors (except the initial directors) shall be elected at the first...
  • N.C. Gen. Stat. § 55A-8-05.   Terms of directors generally
    (a) The articles of incorporation or bylaws may specify the terms of directors. In the absence of a contrary provision in the articles of...
  • N.C. Gen. Stat. § 55A-8-06.   Staggered terms for directors
    The articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The...
  • N.C. Gen. Stat. § 55A-8-07.   Resignation of directors
    (a) A director may resign at any time by communicating his resignation to the board of directors, its presiding officer, or to the corporation....
  • N.C. Gen. Stat. § 55A-8-08.   Removal of directors elected by members or directors
    (a) The members may remove one or more directors elected by them with or without cause unless the articles of incorporation provide that directors...
  • N.C. Gen. Stat. § 55A-8-09.   Removal of designated or appointed directors
    (a) A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the provision containing the...
  • N.C. Gen. Stat. § 55A-8-10.   Removal of directors by judicial proceeding
    (a) The superior court of the county where a corporation's principal office (or, if there is none in this State, its registered office) is...
  • N.C. Gen. Stat. § 55A-8-11.   Vacancy on board
    (a) Unless the articles of incorporation or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this section, if a...
  • N.C. Gen. Stat. § 55A-8-12.   Compensation of directors
    Unless the articles of incorporation provide otherwise, a board of directors may fix the compensation of directors. (1985 (Reg. Sess., 1986), c. 801, s....
  • N.C. Gen. Stat. § 55A-8-13 through 55A-8-19.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-8-20.   Regular and special meetings
    (a) The board of directors may hold regular or special meetings in or out of this State. (b) Unless the articles of incorporation or...
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-8-22.   Notice of meetings
    (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the...
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-8-24.   Quorum and voting
    (a) Except as otherwise provided in: (i) this Chapter, (ii) the articles of incorporation, or (iii) the bylaws, a quorum of a board of...
  • N.C. Gen. Stat. § 55A-8-25.   Committees of the board
    (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees of the board and...
  • N.C. Gen. Stat. § 55A-8-26 through 55A-8-29.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-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)...
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-8-32.   Loans to or guaranties for directors and officers
    No loan, guaranty, or other form of security shall be made or provided by a corporation to or for the benefit of its directors...
  • N.C. Gen. Stat. § 55A-8-33.   Liability for unlawful loans or distributions
    (a) The liabilities imposed by this section are in addition to any other liabilities imposed by law upon directors of a corporation. (b) A...
  • N.C. Gen. Stat. § 55A-8-34 through 55A-8-39.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-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 affect the officer's contract rights, if...
  • N.C. Gen. Stat. § 55A-8-45 through 55A-8-49.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-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,...
  • N.C. Gen. Stat. § 55A-8-51.   Authority to indemnify
    (a) Except as provided in subsection (d) of this section, a corporation may indemnify an individual made a party to a proceeding because the...
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-8-55.   Determination and authorization of indemnification
    (a) A corporation shall not indemnify a director under G.S. 55A-8-51 unless authorized in the specific case after a determination has been made that...
  • N.C. Gen. Stat. § 55A-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. 55A-8-52, and is...
  • N.C. Gen. Stat. § 55A-8-57.   Additional indemnification and insurance
    (a) In addition to and separate and apart from the indemnification provided for in G.S. 55A-8-51, 55A-8-52, 55A-8-54, 55A-8-55, and 55A-8-56, a corporation may...
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-8-59.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-8-60.   Immunity
    (a) In addition to the immunity that is authorized in G.S. 55A-2-02(b)(4), a person serving as a director or officer of a nonprofit corporation...

Article 10 - Amendment of Articles of Incorporation and Bylaws.

  • N.C. Gen. Stat. § 55A-10-01.   Authority to amend
    (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in...
  • N.C. Gen. Stat. § 55A-10-02.   Amendment by board of directors
    (a) Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of...
  • N.C. Gen. Stat. § 55A-10-03.   Amendment by directors and members
    (a) If the corporation has members entitled to vote thereon, then, unless this Chapter, the articles of incorporation, bylaws, the members (acting pursuant to...
  • N.C. Gen. Stat. § 55A-10-04.   Class voting by members on amendments
    (a) The members of a class in a charitable or religious corporation are entitled to vote as a class on a proposed amendment to...
  • N.C. Gen. Stat. § 55A-10-05.   Articles of amendment
    A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth: (1) The name...
  • N.C. Gen. Stat. § 55A-10-06.   Restated articles of incorporation
    (a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other...
  • N.C. Gen. Stat. § 55A-10-07.   Effect of amendment
    An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to...
  • N.C. Gen. Stat. § 55A-10-08 through 55A-10-19.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-10-20.   Amendment by directors
    If a corporation has no members entitled to vote thereon, its incorporators, until directors have been chosen, and thereafter its board of directors, may...
  • N.C. Gen. Stat. § 55A-10-21.   Amendment by directors and members
    (a) If the corporation has members entitled to vote thereon, then, unless this Chapter, the articles of incorporation, bylaws, the members (acting pursuant to...
  • N.C. Gen. Stat. § 55A-10-22.   Class voting by members on amendments
    (a) The members of a class in a charitable or religious corporation are entitled to vote as a class on a proposed amendment to...
  • N.C. Gen. Stat. § 55A-10-23 through 55A-10-29.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-10-30.   Approval by third persons
    The articles of incorporation or bylaws may require an amendment to the articles of incorporation or bylaws to be approved in writing by a...

Article 11 - Merger.

  • N.C. Gen. Stat. § 55A-11-01.   Approval of plan of merger
    (a) Subject to the limitations set forth in G.S. 55A-11-02, one or more nonprofit corporations may merge into another nonprofit corporation, if the plan...
  • N.C. Gen. Stat. § 55A-11-02.   Limitations on mergers by charitable or religious corporations
    (a) Without the prior approval of the superior court in a proceeding in which the Attorney General has been given written notice, a charitable...
  • N.C. Gen. Stat. § 55A-11-03.   Action on plan
    (a) Unless this Chapter, the articles of incorporation, bylaws, or the board of directors or members (acting pursuant to subsection (c) of this section)...
  • N.C. Gen. Stat. § 55A-11-04.   Articles of merger
    (a) After a plan of merger has been authorized as required by this Chapter, the surviving corporation shall deliver to the Secretary of State...
  • N.C. Gen. Stat. § 55A-11-05.   Effect of merger
    (a) When a merger pursuant to G.S. 55A-11-01, 55A-11-06, or 55A-11-08 takes effect: (1) Each other merging corporation merges into the surviving corporation and...
  • N.C. Gen. Stat. § 55A-11-06.   Merger with foreign corporation
    (a) Except as provided in G.S. 55A-11-02, one or more foreign corporations may merge with one or more domestic nonprofit corporations if: (1) The...
  • N.C. Gen. Stat. § 55A-11-07.   Devises and gifts
    Any devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent...
  • N.C. Gen. Stat. § 55A-11-08.   Merger with business corporation
    (a) One or more domestic or foreign business corporations may merge with one or more domestic nonprofit corporations if: (1) Each domestic business corporation...
  • N.C. Gen. Stat. § 55A-11-09.   Merger with unincorporated entity
    (a) As used in this section, "business entity" means a domestic business corporation (including a professional corporation as defined in G.S. 55B-2), a foreign...
  • N.C. Gen. Stat. § 55A-11-10.   Merger with certain charitable or religious corporation or hospital authority
    (a) A hospital authority created by a city may merge into a charitable or religious corporation having its principal office in the county in...

Article 12 - Transfer of Assets.

  • N.C. Gen. Stat. § 55A-12-01.   Sale of assets in regular course of activities and mortgage of assets
    (a) A corporation may on the terms and conditions and for the consideration determined by the board of directors: (1) Sell, lease, exchange, or...
  • N.C. Gen. Stat. § 55A-12-02.   Sale of assets other than in regular course of activities
    (a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property other than in the usual and...

Article 13 - Distributions.

  • N.C. Gen. Stat. § 55A-13-01.   Prohibited distributions
    Except as authorized by G.S. 55A-13-02 or Article 14 of this Chapter, a corporation shall not make any distributions. (1955, c. 1230; 1985 (Reg....
  • N.C. Gen. Stat. § 55A-13-02.   Authorized distributions
    (a) A corporation may pay reasonable amounts to its members, directors, or officers for services rendered or other value received and may confer benefits...

Article 14 - Dissolution.

  • N.C. Gen. Stat. § 55A-14-01.   Dissolution by incorporators or directors prior to commencement of activities
    (a) A corporation that has not admitted members entitled to vote on dissolution, has not commenced activities, and has no assets may be dissolved...
  • N.C. Gen. Stat. § 55A-14-02.   Dissolution by directors, members, and third persons
    (a) Unless this Chapter, the articles of incorporation, bylaws, or the board of directors or members (acting pursuant to subsection (c) of this section)...
  • N.C. Gen. Stat. § 55A-14-03.   Plan of dissolution
    (a) The plan of dissolution approved pursuant to G.S. 55A-14-02 shall provide that all liabilities and obligations of the corporation be paid and discharged,...
  • N.C. Gen. Stat. § 55A-14-04.   Articles of dissolution
    (a) At any time after dissolution is authorized pursuant to G.S. 55A-14-02, the corporation may dissolve by delivering to the Secretary of State for...
  • N.C. Gen. Stat. § 55A-14-05.   Revocation of dissolution
    (a) A corporation may revoke its dissolution authorized under G.S. 55A-14-02 within 120 days of its effective date. (b) Revocation of dissolution shall be...
  • N.C. Gen. Stat. § 55A-14-06.   Effect of dissolution
    (a) A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its...
  • N.C. Gen. Stat. § 55A-14-07.   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...
  • N.C. Gen. Stat. § 55A-14-08.   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...
  • N.C. Gen. Stat. § 55A-14-09.   Enforcement of claims
    (a) A claim under G.S. 55A-14-07 or G.S. 55A-14-08 may be enforced: (1) Against the dissolved corporation, to the extent of its undistributed assets,...
  • N.C. Gen. Stat. § 55A-14-10 through 55A-14-19.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-14-20.   Grounds for administrative dissolution
    The Secretary of State may commence a proceeding under G.S. 55A-14-21 to dissolve administratively a corporation if: (1) The corporation does not pay within...
  • N.C. Gen. Stat. § 55A-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. 55A-14-20 for dissolving a corporation, the Secretary of State...
  • N.C. Gen. Stat. § 55A-14-22.   Reinstatement following administrative dissolution
    (a) A corporation administratively dissolved under G.S. 55A-14-21 may apply to the Secretary of State for reinstatement. The application shall: (1) Recite the name...
  • N.C. Gen. Stat. § 55A-14-23.   Appeal from denial of reinstatement
    (a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Secretary of State shall serve the corporation under...
  • N.C. Gen. Stat. § 55A-14-24.   Inapplicability of Administrative Procedure Act
    The Administrative Procedure Act shall not apply to any proceeding or appeal provided for in G.S. 55A-14-20 through G.S. 55A-14-23. (1993, c. 398, s.
  • N.C. Gen. Stat. § 55A-14-25 through 55A-14-29.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-14-30.   Grounds for judicial dissolution
    (a) The superior court may dissolve a corporation: (1) In a proceeding by the Attorney General if it is established that: a. The corporation...
  • N.C. Gen. Stat. § 55A-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 there is none in...
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-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. 55A-14-30 exist, it may enter...
  • N.C. Gen. Stat. § 55A-14-34 through 55A-14-39.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-14-40.   Disposition of amounts due to unavailable members and creditors
    Upon liquidation of a corporation, the portion of the assets distributable to a creditor or member who is unknown or cannot be found shall...

Article 14A - Reorganization.

  • N.C. Gen. Stat. § 55A-14A-01.   Fundamental changes in reorganization proceedings
    (a) Whenever a plan of reorganization of a corporation is confirmed by decree or order of a court of competent jurisdiction in proceedings for...

Article 15 - Foreign Corporations.

  • N.C. Gen. Stat. § 55A-15-01.   Authority to conduct affairs required
    (a) A foreign corporation shall not conduct affairs in this State until it obtains a certificate of authority from the Secretary of State. (b)...
  • N.C. Gen. Stat. § 55A-15-02.   Consequences of conducting affairs without authority
    (a) No foreign corporation conducting affairs in this State without permission obtained through a certificate of authority under this Chapter or through domestication under...
  • N.C. Gen. Stat. § 55A-15-03.   Application for certificate of authority
    (a) A foreign corporation may apply for a certificate of authority to conduct affairs in this State by delivering an application to the Secretary...
  • N.C. Gen. Stat. § 55A-15-04.   Amended certificate of authority
    (a) A foreign corporation authorized to conduct affairs in this State shall obtain an amended certificate of authority from the Secretary of State if...
  • N.C. Gen. Stat. § 55A-15-05.   Effect of certificate of authority
    (a) A certificate of authority authorizes the foreign corporation to which it is issued to conduct affairs in this State subject, however, to the...
  • N.C. Gen. Stat. § 55A-15-06.   Repealed by Session Laws 2001-358, s. 22, effective January 1, 2002
  • N.C. Gen. Stat. § 55A-15-07.   Registered office and registered agent of foreign corporation
    Each foreign corporation authorized to conduct affairs in this State must maintain a registered office and registered agent as required by Article 4 of...
  • N.C. Gen. Stat. § 55A-15-08 through 55A-15-10.   Repealed by Session Laws 2001-358, s. 48(c), effective January 1, 2002
  • N.C. Gen. Stat. § 55A-15-11 through 55A-15-19.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-15-20.   Withdrawal of foreign corporation
    (a) A foreign corporation authorized to conduct affairs in this State shall not withdraw from this State until it obtains a certificate of withdrawal...
  • N.C. Gen. Stat. § 55A-15-21.   Withdrawal of foreign corporation by reason of a merger, consolidation, or conversion
    (a) Whenever a foreign corporation authorized to conduct affairs in this State ceases its separate existence as a result of a statutory merger or...
  • N.C. Gen. Stat. § 55A-15-22 through 55A-15-29.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-15-30.   Grounds for revocation
    (a) The Secretary of State may commence a proceeding under G.S. 55A-15-31 to revoke the certificate of authority of a foreign corporation authorized to...
  • N.C. Gen. Stat. § 55A-15-31.   Procedure and effect of revocation
    (a) If the Secretary of State determines that one or more grounds exist under G.S. 55A-15-30 for revocation of a certificate of authority, the...
  • N.C. Gen. Stat. § 55A-15-32.   Appeal from revocation
    (a) A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Wake County within...
  • N.C. Gen. Stat. § 55A-15-33.   Inapplicability of Administrative Procedure Act
    The Administrative Procedure Act shall not apply to any proceeding or appeal provided for in G.S. 55A-15-30 through G.S. 55A-15-32. (1995, c. 400, s.

Article 16 - Records and Reports.

  • N.C. Gen. Stat. § 55A-16-01.   Corporate records
    (a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions...
  • N.C. Gen. Stat. § 55A-16-02.   Inspection of records by members
    (a) A member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of...
  • N.C. Gen. Stat. § 55A-16-03.   Scope of inspection rights
    (a) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. (b) The right...
  • N.C. Gen. Stat. § 55A-16-04.   Court-ordered inspection
    (a) If a corporation does not allow a member who complies with G.S. 55A-16-02(a) to inspect and copy any records required by that subsection...
  • N.C. Gen. Stat. § 55A-16-05.   Limitations on use of membership list
    Without consent of the board of directors, a membership list or any part thereof shall not be obtained or used by any person for...
  • N.C. Gen. Stat. § 55A-16-06 through 55A-16-19.   Reserved for future codification purposes
  • N.C. Gen. Stat. § 55A-16-20.   Financial statements for members
    (a) Except as provided in the articles of incorporation or bylaws of a charitable or religious corporation, a corporation upon written demand from a...
  • N.C. Gen. Stat. § 55A-16-21.   Notice of indemnification to members
    If a corporation indemnifies or advances expenses to a director under G.S. 55A-8-51, 55A-8-52, 55A-8-53, 55A-8-54, or 55A-8-57 in connection with a proceeding by...
  • N.C. Gen. Stat. § 55A-16-22.   Repealed by Session Laws 1995, c. 539, s. 8
  • N.C. Gen. Stat. § 55A-16-23.   Principal office address
    (a) Any corporation that does not designate the street address and the mailing address, if different from the street address, of the corporation's principal...
  • N.C. Gen. Stat. § 55A-16-24.   Financial statements for the public
    (a) Notwithstanding any provisions in the articles of incorporation or bylaws, a corporation that receives over five thousand dollars ($5,000) of public funding within...

Article 17 - Transition and Curative Provisions.

  • N.C. Gen. Stat. § 55A-17-01.   Applicability of Chapter
    (a) The provisions of this Chapter relating to domestic corporations shall apply to: (1) All corporations heretofore or hereafter organized under this Chapter. (2)...
  • N.C. Gen. Stat. § 55A-17-02.   Certain religious, etc., associations deemed incorporated
    In all cases where a religious, educational, or charitable association has been formed prior to January 1, 1894, and has since that date been...
  • N.C. Gen. Stat. § 55A-17-03.   Saving provisions
    (a) The existence of corporations formed before the effective date of this Chapter, shall not be impaired by the enactment of this Chapter nor...
  • N.C. Gen. Stat. § 55A-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...
  • N.C. Gen. Stat. § 55A-17-05.   Validation of amendments to corporate charters extending corporate existence; limitation of actions; intent
    (a) In every case where a corporation chartered under either the general or private laws of the State of North Carolina has continued or...

Last modified: March 23, 2014