printable versionNorth Carolina General Statutes
Chapter 55: North Carolina Business Corporation Act.
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View Consolidated Chapter [RTF] [PDF]
- § 55-1-01. Short title. [RTF] [PDF]
- § 55-1-02. Reservation of power to amend or repeal. [RTF] [PDF]
- §§ 55-1-03 through 55-1-19. Reserved for future codification purposes. [RTF] [PDF]
- § 55-1-20. Filing requirements. [RTF] [PDF]
- § 55-1-21. Forms. [RTF] [PDF]
- § 55-1-22. Filing, service, and copying fees. [RTF] [PDF]
- §§ 55-1-22.1 through 55-1-27: Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s. 3(b). [RTF] [PDF]
- § 55-1-28. Certificate of existence. [RTF] [PDF]
- § 55-1-29: Transferred to § 55D-18 by Session Laws 2001-358, s. 3(b). [RTF] [PDF]
- § 55-1-30. Powers. [RTF] [PDF]
- § 55-1-31. Interrogatories by Secretary of State. [RTF] [PDF]
- § 55-1-32. Penalties imposed upon corporations, officers, and directors for failure to answer interrogatories. [RTF] [PDF]
- § 55-1-33. Information disclosed by interrogatories. [RTF] [PDF]
- §§ 55-1-34 through 55-1-39. Reserved for future codification purposes. [RTF] [PDF]
- § 55-1-40. Chapter definitions. [RTF] [PDF]
- § 55-1-41. Notice. [RTF] [PDF]
- § 55-1-42. Number of shareholders. [RTF] [PDF]
- §§ 55-1-43 through 55-1-49. Reserved for future codification purposes. [RTF] [PDF]
- § 55-1-50. Electronic transactions. [RTF] [PDF]
- § 55-2-01. Incorporators. [RTF] [PDF]
- § 55-2-02. Articles of incorporation. [RTF] [PDF]
- § 55-2-03. Incorporation. [RTF] [PDF]
- § 55-2-04. Reserved for future codification purposes. [RTF] [PDF]
- § 55-2-05. Organization of corporation. [RTF] [PDF]
- § 55-2-06. Bylaws. [RTF] [PDF]
- § 55-2-07. Emergency bylaws. [RTF] [PDF]
- § 55-3-01. Purposes. [RTF] [PDF]
- § 55-3-02. General powers. [RTF] [PDF]
- § 55-3-03. Emergency powers. [RTF] [PDF]
- § 55-3-04. Ultra vires. [RTF] [PDF]
- § 55-3-05. Exercise of corporate franchises not granted. [RTF] [PDF]
- §§ 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). [RTF] [PDF]
- § 55-5-01. Registered office and registered agent. [RTF] [PDF]
- §§ 55-5-02 through 55-5-04: Transferred to §§ 55D-31 through 55D-33 by Session Laws 2001-358, s. 44. [RTF] [PDF]
- § 55-6-01. Authorized shares. [RTF] [PDF]
- § 55-6-02. Terms of class or series determined by board of directors. [RTF] [PDF]
- § 55-6-03. Issued and outstanding shares. [RTF] [PDF]
- § 55-6-04. Fractional shares. [RTF] [PDF]
- §§ 55-6-05 through 55-6-19. Reserved for future codification purposes. [RTF] [PDF]
- § 55-6-20. Subscription for shares before incorporation. [RTF] [PDF]
- § 55-6-21. Issuance of shares. [RTF] [PDF]
- § 55-6-22. Liability of shareholders. [RTF] [PDF]
- § 55-6-23. Share dividends. [RTF] [PDF]
- § 55-6-24. Rights, options, and warrants. [RTF] [PDF]
- § 55-6-25. Form and content of certificates. [RTF] [PDF]
- § 55-6-26. Shares without certificate. [RTF] [PDF]
- § 55-6-27. Restriction on transfer of shares and other securities. [RTF] [PDF]
- § 55-6-28. Expense of issue. [RTF] [PDF]
- § 55-6-29. Reserved for future codification purposes. [RTF] [PDF]
- § 55-6-30. Shareholders' preemptive rights. [RTF] [PDF]
- § 55-6-31. Corporation's acquisition of its own shares. [RTF] [PDF]
- §§ 55-6-32 through 55-6-39. Reserved for future codification purposes. [RTF] [PDF]
- § 55-6-40. Distributions to shareholders. [RTF] [PDF]
- § 55-7-01. Annual meeting. [RTF] [PDF]
- § 55-7-02. Special meeting. [RTF] [PDF]
- § 55-7-03. Court-ordered meeting. [RTF] [PDF]
- § 55-7-04. Action without meeting. [RTF] [PDF]
- § 55-7-05. Notice of meeting. [RTF] [PDF]
- § 55-7-06. Waiver of notice. [RTF] [PDF]
- § 55-7-07. Record date. [RTF] [PDF]
- § 55-7-08. Attendance. [RTF] [PDF]
- §§ 55-7-09 through 55-7-19. Reserved for future codification purposes. [RTF] [PDF]
- § 55-7-20. Shareholders' list for meeting. [RTF] [PDF]
- § 55-7-21. Voting entitlement of shares. [RTF] [PDF]
- § 55-7-21.1. Rights of holders of debt securities. [RTF] [PDF]
- § 55-7-22. Proxies. [RTF] [PDF]
- § 55-7-23. Shares held by nominees. [RTF] [PDF]
- § 55-7-24. Corporation's acceptance of votes. [RTF] [PDF]
- § 55-7-25. Quorum and voting requirements for voting groups. [RTF] [PDF]
- § 55-7-26. Action by single and multiple voting groups. [RTF] [PDF]
- § 55-7-27. Greater quorum or voting requirements. [RTF] [PDF]
- § 55-7-28. Voting for directors; cumulative voting. [RTF] [PDF]
- § 55-7-29. Reserved for future codification purposes. [RTF] [PDF]
- § 55-7-30. Voting trusts. [RTF] [PDF]
- § 55-7-31. Shareholders' agreements. [RTF] [PDF]
- §§ 55-7-32 through 55-7-39. Reserved for future codification purposes. [RTF] [PDF]
- § 55-7-40. Shareholders' derivative actions. [RTF] [PDF]
- § 55-7-40.1. Definitions. [RTF] [PDF]
- § 55-7-41. Standing. [RTF] [PDF]
- § 55-7-42. Demand. [RTF] [PDF]
- § 55-7-43. Stay of proceedings. [RTF] [PDF]
- § 55-7-44. Dismissal. [RTF] [PDF]
- § 55-7-45. Discontinuance or settlement. [RTF] [PDF]
- § 55-7-46. Payment of expenses. [RTF] [PDF]
- § 55-7-47. Applicability to foreign corporations. [RTF] [PDF]
- § 55-7-48. Suits against directors of public corporations. [RTF] [PDF]
- § 55-7-49. Privileged communications. [RTF] [PDF]
- § 55-8-01. Requirement for and duties of board of directors. [RTF] [PDF]
- § 55-8-02. Qualifications of directors. [RTF] [PDF]
- § 55-8-03. Number and election of directors. [RTF] [PDF]
- § 55-8-04. Election of directors by certain classes of shareholders. [RTF] [PDF]
- § 55-8-05. Terms of directors generally. [RTF] [PDF]
- § 55-8-06. Staggered terms for directors. [RTF] [PDF]
- § 55-8-07. Resignation of directors. [RTF] [PDF]
- § 55-8-08. Removal of directors by shareholders. [RTF] [PDF]
- § 55-8-09. Removal of directors by judicial proceeding. [RTF] [PDF]
- § 55-8-10. Vacancy on board. [RTF] [PDF]
- § 55-8-11. Compensation of directors. [RTF] [PDF]
- §§ 55-8-12 through 55-8-19. Reserved for future codification purposes. [RTF] [PDF]
- § 55-8-20. Meetings. [RTF] [PDF]
- § 55-8-21. Action without meeting. [RTF] [PDF]
- § 55-8-22. Notice of meeting. [RTF] [PDF]
- § 55-8-23. Waiver of notice. [RTF] [PDF]
- § 55-8-24. Quorum and voting. [RTF] [PDF]
- § 55-8-25. Committees. [RTF] [PDF]
- §§ 55-8-26 through 55-8-29. Reserved for future codification purposes. [RTF] [PDF]
- § 55-8-30. General standards for directors. [RTF] [PDF]
- § 55-8-31. Director conflict of interest. [RTF] [PDF]
- § 55-8-32. Loans to directors. [RTF] [PDF]
- § 55-8-33. Liability for unlawful distributions. [RTF] [PDF]
- §§ 55-8-34 through 55-8-39. Reserved for future codification purposes. [RTF] [PDF]
- § 55-8-40. Officers. [RTF] [PDF]
- § 55-8-41. Duties of officers. [RTF] [PDF]
- § 55-8-42. Standards of conduct for officers. [RTF] [PDF]
- § 55-8-43. Resignation and removal of officers. [RTF] [PDF]
- § 55-8-44. Contract rights of officers. [RTF] [PDF]
- §§ 55-8-45 through 55-8-49. Reserved for future codification purposes. [RTF] [PDF]
- § 55-8-50. Policy statement and definitions. [RTF] [PDF]
- § 55-8-51. Authority to indemnify. [RTF] [PDF]
- § 55-8-52. Mandatory indemnification. [RTF] [PDF]
- § 55-8-53. Advance for expenses. [RTF] [PDF]
- § 55-8-54. Court-ordered indemnification. [RTF] [PDF]
- § 55-8-55. Determination and authorization of indemnification. [RTF] [PDF]
- § 55-8-56. Indemnification of officers, employees, and agents. [RTF] [PDF]
- § 55-8-57. Additional indemnification and insurance. [RTF] [PDF]
- § 55-8-58. Application of Part. [RTF] [PDF]
- § 55-9-01. Short title and definitions. [RTF] [PDF]
- § 55-9-02. Voting requirement. [RTF] [PDF]
- § 55-9-03. Exception to voting requirement. [RTF] [PDF]
- § 55-9-04. General. [RTF] [PDF]
- § 55-9-05. Exemptions. [RTF] [PDF]
- § 55-9A-01. Short title and definitions. [RTF] [PDF]
- § 55-9A-02. Acquiring person statement. [RTF] [PDF]
- § 55-9A-03. Meeting of shareholders. [RTF] [PDF]
- § 55-9A-04. Notice. [RTF] [PDF]
- § 55-9A-05. Voting rights. [RTF] [PDF]
- § 55-9A-06. Right of redemption by shareholders. [RTF] [PDF]
- § 55-9A-07. Severability. [RTF] [PDF]
- § 55-9A-08. Construction. [RTF] [PDF]
- § 55-9A-09. Exemptions. [RTF] [PDF]
- § 55-10-01. Authority to amend. [RTF] [PDF]
- § 55-10-02. Amendment by board of directors. [RTF] [PDF]
- § 55-10-03. Amendment by board of directors and shareholders. [RTF] [PDF]
- § 55-10-04. Voting on amendments by voting groups. [RTF] [PDF]
- § 55-10-05. Amendment before issuance of shares. [RTF] [PDF]
- § 55-10-06. Articles of amendment. [RTF] [PDF]
- § 55-10-07. Restated articles of incorporation. [RTF] [PDF]
- § 55-10-08. Reserved for future codification purposes. [RTF] [PDF]
- § 55-10-09. Effect of amendment. [RTF] [PDF]
- §§ 55-10-10 through 55-10-19. Reserved for future codification purposes. [RTF] [PDF]
- § 55-10-20. Amendment by board of directors or shareholders. [RTF] [PDF]
- § 55-10-21. Reserved for future codification purposes. [RTF] [PDF]
- § 55-10-22. Bylaw increasing quorum or voting requirement for directors. [RTF] [PDF]
- § 55-11-01. Merger. [RTF] [PDF]
- § 55-11-02. Share exchange. [RTF] [PDF]
- § 55-11-03. Action on plan. [RTF] [PDF]
- § 55-11-04. Merger with subsidiary. [RTF] [PDF]
- § 55-11-05. Articles of merger or share exchange. [RTF] [PDF]
- § 55-11-06. Effect of merger or share exchange. [RTF] [PDF]
- § 55-11-07. Merger or share exchange with foreign corporation. [RTF] [PDF]
- § 55-11-08. Article 9 to control. [RTF] [PDF]
- § 55-11-09. Merger with nonprofit corporation. [RTF] [PDF]
- § 55-11-10. Merger with unincorporated entity. [RTF] [PDF]
- § 55-11A-01. Conversion. [RTF] [PDF]
- § 55-11A-02. Plan of conversion. [RTF] [PDF]
- § 55-11A-03. Filing of articles of incorporation by converting entity. [RTF] [PDF]
- § 55-11A-04. Effects of conversion. [RTF] [PDF]
- §§ 55-11A-05 through 55-11A-09. Reserved for future codification purposes. [RTF] [PDF]
- § 55-11A-10. Conversion. [RTF] [PDF]
- § 55-11A-11. Plan of conversion. [RTF] [PDF]
- § 55-11A-12. Articles of conversion. [RTF] [PDF]
- § 55-11A-13. Effects of conversion. [RTF] [PDF]
- § 55-12-01. Sale of assets in regular course of business and mortgage of assets. [RTF] [PDF]
- § 55-12-02. Sale of assets other than in regular course of business. [RTF] [PDF]
- § 55-12-03. Article 9 to control. [RTF] [PDF]
- § 55-13-01. Definitions. [RTF] [PDF]
- § 55-13-02. Right to dissent. [RTF] [PDF]
- § 55-13-03. Dissent by nominees and beneficial owners. [RTF] [PDF]
- §§ 55-13-04 through 55-13-19. Reserved for future codification purposes. [RTF] [PDF]
- § 55-13-20. Notice of dissenters' rights. [RTF] [PDF]
- § 55-13-21. Notice of intent to demand payment. [RTF] [PDF]
- § 55-13-22. Dissenters' notice. [RTF] [PDF]
- § 55-13-23. Duty to demand payment. [RTF] [PDF]
- § 55-13-24. Share restrictions. [RTF] [PDF]
- § 55-13-25. Payment. [RTF] [PDF]
- § 55-13-26. Failure to take action. [RTF] [PDF]
- § 55-13-27. Reserved for future codification purposes. [RTF] [PDF]
- § 55-13-28. Procedure if shareholder dissatisfied with corporation's payment or failure to perform. [RTF] [PDF]
- § 55-13-29. Reserved for future codification purposes. [RTF] [PDF]
- § 55-13-30. Court action. [RTF] [PDF]
- § 55-13-31. Court costs and counsel fees. [RTF] [PDF]
- § 55-14-01. Dissolution by incorporators or directors. [RTF] [PDF]
- § 55-14-02. Dissolution by board of directors and shareholders. [RTF] [PDF]
- § 55-14-03. Articles of dissolution. [RTF] [PDF]
- § 55-14-04. Revocation of dissolution. [RTF] [PDF]
- § 55-14-05. Effect of dissolution. [RTF] [PDF]
- § 55-14-06. Known claims against dissolved corporation. [RTF] [PDF]
- § 55-14-07. Unknown and certain other claims against dissolved corporation. [RTF] [PDF]
- § 55-14-08. Enforcement of claims. [RTF] [PDF]
- § 55-14-09. Court proceedings. [RTF] [PDF]
- §§ 55-14-10 through 55-14-19. Reserved for future codification purposes. [RTF] [PDF]
- § 55-14-20. Grounds for administrative dissolution. [RTF] [PDF]
- § 55-14-21. Procedure for and effect of administrative dissolution. [RTF] [PDF]
- § 55-14-22. Reinstatement following administrative dissolution. [RTF] [PDF]
- § 55-14-23. Appeal from denial of reinstatement. [RTF] [PDF]
- § 55-14-24. Inapplicability of Administrative Procedure Act. [RTF] [PDF]
- §§ 55-14-25 through 55-14-29. Reserved for future codification purposes. [RTF] [PDF]
- § 55-14-30. Grounds for judicial dissolution. [RTF] [PDF]
- § 55-14-31. Procedure for judicial dissolution. [RTF] [PDF]
- § 55-14-32. Receivership. [RTF] [PDF]
- § 55-14-33. Decree of dissolution. [RTF] [PDF]
- §§ 55-14-34 through 55-14-39. Reserved for future codification purposes. [RTF] [PDF]
- § 55-14-40. Disposition of amounts due to unavailable shareholders and creditors. [RTF] [PDF]
- § 55-15-01. Authority to transact business required. [RTF] [PDF]
- § 55-15-02. Consequences of transacting business without authority. [RTF] [PDF]
- § 55-15-03. Application for certificate of authority. [RTF] [PDF]
- § 55-15-04. Amended certificate of authority. [RTF] [PDF]
- § 55-15-05. Effect of certificate of authority. [RTF] [PDF]
- § 55-15-06: Repealed by Session Laws 2001-358, s. 18. [RTF] [PDF]
- § 55-15-07. Registered office and registered agent of foreign corporation. [RTF] [PDF]
- §§ 55-15-08 through 55-15-10: Repealed by Session Laws 2001-358, s. 47(c), effective January 1, 2002. [RTF] [PDF]
- §§ 55-15-11 through 55-15-19. Reserved for future codification purposes. [RTF] [PDF]
- § 55-15-20. Withdrawal of foreign corporation. [RTF] [PDF]
- § 55-15-21. Withdrawal of foreign corporation by reason of a merger, consolidation, or conversion. [RTF] [PDF]
- §§ 55-15-22 through 55-15-29. Reserved for future codification purposes. [RTF] [PDF]
- § 55-15-30. Grounds for revocation. [RTF] [PDF]
- § 55-15-31. Procedure for and effect of revocation. [RTF] [PDF]
- § 55-15-32. Appeal from revocation. [RTF] [PDF]
- § 55-15-33. Inapplicability of Administrative Procedure Act. [RTF] [PDF]
- § 55-16-01. Corporate records. [RTF] [PDF]
- § 55-16-02. Inspection of records by shareholders. [RTF] [PDF]
- § 55-16-03. Scope of inspection right. [RTF] [PDF]
- § 55-16-04. Court-ordered inspection. [RTF] [PDF]
- § 55-16-05. Inspection of records by directors. [RTF] [PDF]
- § 55-16-06. Exception to notice requirements. [RTF] [PDF]
- §§ 55-16-07 through 55-16-19. Reserved for future codification purposes. [RTF] [PDF]
- § 55-16-20. Financial statements for shareholders. [RTF] [PDF]
- § 55-16-21: Repealed by Session Laws 2005-268, s. 37, effective October 1, 2005. [RTF] [PDF]
- § 55-16-22. Annual report. [RTF] [PDF]
- § 55-16-22.1. Repealed by Session Laws 1998-228, S.17. [RTF] [PDF]
