North Carolina General Statutes Chapter 55 North Carolina Business Corporation Act

Article 1 - General Provisions.

N.C. Gen. Stat. § 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,...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-1-03 through 55-1-19. Reserved for future codification purposes
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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)...
N.C. Gen. Stat. § 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:...
N.C. Gen. Stat. § 55-1-22.1 through 55-1-27. Transferred to �� 55D-11 through 55D-17 by Session Laws 2001-358, s. 3(b)
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-1-29. Transferred to � 55D-18 by Session Laws 2001-358, s. 3(b)
N.C. Gen. Stat. § 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;...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-1-34 through 55-1-39. Reserved for future codification purposes
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-1-43 through 55-1-49. Reserved for future codification purposes
N.C. Gen. Stat. § 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...

Article 2 - Incorporation.

N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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....
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-2-04. Reserved for future codification purposes
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...

Article 3 - Purposes and Powers.

N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...

Article 4 - Name.

N.C. Gen. Stat. § 55-4-01 through 55-4-05. Transferred to �� 55D-20 through 55D-27 by Session Laws 2001-358, ss. 14(a) and 14(b)

Article 5 - Office and Agent.

N.C. Gen. Stat. § 55-5-01. 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. § 55-5-02 through 55-5-04. Transferred to �� 55D-31 through 55D-33 by Session Laws 2001-358, s. 44

Article 6 - Shares and Distribution.

N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-6-05 through 55-6-19. Reserved for future codification purposes
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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. Unless...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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, or officers of...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-6-29. Reserved for future codification purposes
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-6-32 through 55-6-39. Reserved for future codification purposes
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-7-09. Remote participation in meetings
(a) To the extent authorized by a corporation's board of directors, shareholders of any class or series designated by the board of directors may...

Article 7 - Shareholders.

N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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,...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-7-08. Repealed by Session Laws 2013-153, s. 4, effective January 1, 2014
N.C. Gen. Stat. § 55-7-10. Reserved for future codification purposes
N.C. Gen. Stat. § 55-7-11. Reserved for future codification purposes
N.C. Gen. Stat. § 55-7-12. Reserved for future codification purposes
N.C. Gen. Stat. § 55-7-13. Reserved for future codification purposes
N.C. Gen. Stat. § 55-7-14. Reserved for future codification purposes
N.C. Gen. Stat. § 55-7-15. Reserved for future codification purposes
N.C. Gen. Stat. § 55-7-16. Reserved for future codification purposes
N.C. Gen. Stat. § 55-7-17. Reserved for future codification purposes
N.C. Gen. Stat. § 55-7-18. Reserved for future codification purposes
N.C. Gen. Stat. § 55-7-19. Reserved for future codification purposes
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-7-29. Reserved for future codification purposes
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-7-32 through 55-7-39. Reserved for future codification purposes
N.C. Gen. Stat. § 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....
N.C. Gen. Stat. § 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....
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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)...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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)...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...

Article 8 - Directors and Officers.

N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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;...
N.C. Gen. Stat. § 55-8-12 through 55-8-19. Reserved for future codification purposes
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-8-26. Submission of matters for shareholder vote
A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors...
N.C. Gen. Stat. § 55-8-27. Reserved for future codification purposes
N.C. Gen. Stat. § 55-8-28. Reserved for future codification purposes
N.C. Gen. Stat. § 55-8-29. Reserved for future codification purposes
N.C. Gen. Stat. § 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)...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-8-34 through 55-8-39. Reserved for future codification purposes
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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,...
N.C. Gen. Stat. § 55-8-45 through 55-8-49. Reserved for future codification purposes
N.C. Gen. Stat. § 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,...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...

Article 9 - Shareholder Protection Act.

N.C. Gen. Stat. § 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:...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...

Article 9A - Control Share Acquisitions.

N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...

Article 10 - Amendment of Articles of Incorporation and Bylaws.

N.C. Gen. Stat. § 55-10-01. 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. § 55-10-02. Amendment by board of directors
Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt any of the following amendments to the corporation's articles of...
N.C. Gen. Stat. § 55-10-03. Amendment by board of directors and shareholders
(a) If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted pursuant to this section. Except as provided...
N.C. Gen. Stat. § 55-10-04. Voting on amendments by voting groups
(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise...
N.C. Gen. Stat. § 55-10-05. Amendment before issuance of shares
If a corporation has not yet issued shares, the board of directors, or if the corporation has no directors, a majority of the incorporators...
N.C. Gen. Stat. § 55-10-06. 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. § 55-10-07. Restated articles of incorporation
(a) A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments...
N.C. Gen. Stat. § 55-10-08. Reserved for future codification purposes
N.C. Gen. Stat. § 55-10-09. 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. § 55-10-10 through 55-10-19. Reserved for future codification purposes
N.C. Gen. Stat. § 55-10-20. Amendment by board of directors or shareholders
(a) A corporation's board of directors may amend or repeal the corporation's bylaws, except to the extent otherwise provided in the articles of incorporation...
N.C. Gen. Stat. § 55-10-21. Reserved for future codification purposes
N.C. Gen. Stat. § 55-10-22. Bylaw increasing quorum or voting requirement for directors
(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (1) If originally...

Article 11 - Merger and Share Exchange.

N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-11-04. Merger between parent and subsidiary or between subsidiaries
(a) Subject to Article 9, a parent corporation owning shares of a domestic or foreign subsidiary corporation that carry at least ninety percent (90%)...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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.)
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...

Article 11A - Conversions.

N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-11A-05 through 55-11A-09. Reserved for future codification purposes
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-11A-11. Plan of conversion
(a) The converting domestic corporation shall approve a written plan of conversion containing all of the following: (1) The name of the converting domestic...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...

Article 12 - Transfer of Assets.

N.C. Gen. Stat. § 55-12-01. Disposition of assets not requiring shareholder approval and mortgage of assets
(a) A mortgage of or other security interest in all or any part of the property of a corporation may be made by authority...
N.C. Gen. Stat. § 55-12-02. Disposition of assets requiring shareholder approval
(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, otherwise than in the usual and...
N.C. Gen. Stat. § 55-12-03. 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.)

Article 13 - Appraisal Rights.

N.C. Gen. Stat. § 55-13-01. Definitions
In this Article, the following definitions apply: (1) Affiliate. - A person that directly, or indirectly, through one or more intermediaries, controls, is controlled...
N.C. Gen. Stat. § 55-13-02. Right to appraisal
(a) In addition to any rights granted under Article 9, a shareholder is entitled to appraisal rights and to obtain payment of the fair...
N.C. Gen. Stat. § 55-13-03. Assertion of rights by nominees and beneficial owners
(a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by...
N.C. Gen. Stat. § 55-13-04 through 55-13-19. Reserved for future codification purposes
N.C. Gen. Stat. § 55-13-20. Notice of appraisal rights
(a) If any corporate action specified in G.S. 55-13-02(a) is to be submitted to a vote at a shareholders' meeting, the meeting notice must...
N.C. Gen. Stat. § 55-13-21. Notice of intent to demand payment and consequences of voting or consenting
(a) If a corporate action specified in G.S. 55-13-02(a) is submitted to a vote at a shareholders' meeting, a shareholder who is entitled to...
N.C. Gen. Stat. § 55-13-22. Appraisal notice and form
(a) If a corporate action requiring appraisal rights under G.S. 55-13-02(a) becomes effective, the corporation must deliver a written appraisal notice and form required...
N.C. Gen. Stat. § 55-13-23. Perfection of rights; right to withdraw
(a) A shareholder who receives notice pursuant to G.S. 55-13-22 and who wishes to exercise appraisal rights must sign and return the form sent...
N.C. Gen. Stat. § 55-13-24. Repealed by Session Laws 2011-347, s. 1, effective October 1, 2011
N.C. Gen. Stat. § 55-13-25. Payment
(a) Except as provided in G.S. 55-13-27, within 30 days after the form required by G.S. 55-13-22(b) is due, the corporation shall pay in...
N.C. Gen. Stat. § 55-13-26. Repealed by Session Laws 2011-347, s. 1, effective October 1, 2011
N.C. Gen. Stat. § 55-13-27. After-acquired shares
(a) A corporation may elect to withhold payment required by G.S. 55-13-25 from any shareholder who was required to but did not certify that...
N.C. Gen. Stat. § 55-13-28. Procedure if shareholder dissatisfied with payment or offer
(a) A shareholder paid pursuant to G.S. 55-13-25 who is dissatisfied with the amount of the payment must notify the corporation in writing of...
N.C. Gen. Stat. § 55-13-29. Reserved for future codification purposes
N.C. Gen. Stat. § 55-13-30. Court Action
(a) If a shareholder makes a demand for payment under G.S. 55-13-28 which remains unsettled, the corporation shall commence a proceeding within 60 days...
N.C. Gen. Stat. § 55-13-31. Court costs and expenses
(a) The court in an appraisal proceeding commenced under G.S. 55-13-30 shall determine all court costs of the proceeding, including the reasonable compensation and...
N.C. Gen. Stat. § 55-13-32. Reserved for future codification purposes
N.C. Gen. Stat. § 55-13-33. Reserved for future codification purposes
N.C. Gen. Stat. § 55-13-34. Reserved for future codification purposes
N.C. Gen. Stat. § 55-13-35. Reserved for future codification purposes
N.C. Gen. Stat. § 55-13-36. Reserved for future codification purposes
N.C. Gen. Stat. § 55-13-37. Reserved for future codification purposes
N.C. Gen. Stat. § 55-13-38. Reserved for future codification purposes
N.C. Gen. Stat. § 55-13-39. Reserved for future codification purposes
N.C. Gen. Stat. § 55-13-40. Other remedies limited
(a) The legality of a proposed or completed corporate action described in G.S. 55-13-02(a) may not be contested, nor may the corporate action be...

Article 14 - Dissolution.

N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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) The following requirements shall be met for a proposal...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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,...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-14-10 through 55-14-19. Reserved for future codification purposes
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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.)
N.C. Gen. Stat. § 55-14-25 through 55-14-29. Reserved for future codification purposes
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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,...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 55-14-34 through 55-14-39. Reserved for future codification purposes
N.C. Gen. Stat. § 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...

Article 14A - Reorganization.

N.C. Gen. Stat. § 55-14A-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. § 55-15-01. Authority to transact business required
(a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State. (b)...
N.C. Gen. Stat. § 55-15-02. Consequences of transacting business without authority
(a) No foreign corporation transacting business in this State without permission obtained through a certificate of authority under this Chapter or through domestication under...
N.C. Gen. Stat. § 55-15-03. Application for certificate of authority
(a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary...
N.C. Gen. Stat. § 55-15-04. Amended certificate of authority
(a) A foreign corporation authorized to transact business in this State must obtain an amended certificate of authority from the Secretary of State if...
N.C. Gen. Stat. § 55-15-05. Effect of certificate of authority
(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State subject, however, to the...
N.C. Gen. Stat. § 55-15-06. Repealed by Session Laws 2001-358, s. 18
N.C. Gen. Stat. § 55-15-07. Registered office and registered agent of foreign corporation
Each foreign corporation authorized to transact business in this State must maintain a registered office and registered agent as required by Article 4 of...
N.C. Gen. Stat. § 55-15-08 through 55-15-10. Repealed by Session Laws 2001-358, s. 47(c), effective January 1, 2002
N.C. Gen. Stat. § 55-15-11 through 55-15-19. Reserved for future codification purposes
N.C. Gen. Stat. § 55-15-20. Withdrawal of foreign corporation
(a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal...
N.C. Gen. Stat. § 55-15-21. Withdrawal of foreign corporation by reason of a merger, consolidation, or conversion
(a) Whenever a foreign corporation authorized to transact business in this State ceases its separate existence as a result of a statutory merger or...
N.C. Gen. Stat. § 55-15-22 through 55-15-29. Reserved for future codification purposes
N.C. Gen. Stat. § 55-15-30. Grounds for revocation
(a) The Secretary of State may commence a proceeding under G.S. 55-15-31 to revoke the certificate of authority of a foreign corporation authorized to...
N.C. Gen. Stat. § 55-15-31. Procedure for and effect of revocation
(a) If the Secretary of State determines that one or more grounds exist under G.S. 55-15-30 for revocation of a certificate of authority, he...
N.C. Gen. Stat. § 55-15-32. 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. § 55-15-33. Inapplicability of Administrative Procedure Act
The Administrative Procedure Act shall not apply to any proceeding or appeal provided for in G.S. 55-15-30 through 55-15-32. (1989, c. 265, s. 1.)

Article 16 - Records and Reports.

N.C. Gen. Stat. § 55-16-01. Corporate records
(a) A corporation shall keep as permanent records minutes of all meetings of its incorporators, shareholders and board of directors, a record of all...
N.C. Gen. Stat. § 55-16-02. Inspection of records by shareholders
(a) A qualified shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of...
N.C. Gen. Stat. § 55-16-03. Scope of inspection right
(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented. (b) The right to copy records under...
N.C. Gen. Stat. § 55-16-04. Court-ordered inspection
(a) If a corporation does not allow a shareholder who complies with G.S. 55-16-02(a) to inspect and copy any records required by that subsection...
N.C. Gen. Stat. § 55-16-05. Inspection of records by directors
(a) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time...
N.C. Gen. Stat. § 55-16-06. Exception to notice requirements
(a) Whenever notice is required to be given under any provision of this Chapter to a shareholder, the notice shall not be required to...
N.C. Gen. Stat. § 55-16-07 through 55-16-19. Reserved for future codification purposes
N.C. Gen. Stat. § 55-16-20. Financial statements for shareholders
(a) A corporation shall make available to its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one...
N.C. Gen. Stat. § 55-16-21. Repealed by Session Laws 2005-268, s. 37, effective October 1, 2005
N.C. Gen. Stat. § 55-16-22. Annual report
(a) Except as provided in subsections (a1) and (a2) of this section, each domestic corporation and each foreign corporation authorized to transact business in...
N.C. Gen. Stat. § 55-16-22.1. Repealed by Session Laws 1998-228, S.17

Article 17 - Transition and Curative Provisions.

N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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...
N.C. Gen. Stat. § 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....

Last modified: March 23, 2014