2005 North Carolina Code - General Statutes Article 12 - Transfer of Assets.

Article 12.

Transfer of Assets.

§ 55‑12‑01.  Sale of assets in regular course of business 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 of the board of directors without approval of the shareholders, unless otherwise provided in the articles of incorporation or in bylaws adopted by the shareholders.

(b)       Unless otherwise provided in the articles of incorporation or in bylaws adopted by the shareholders, a corporation may, on the terms and conditions and for the consideration determined by the board of directors, and without approval by the shareholders:

(1)       Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business; or

(2)       Transfer any or all of its property to a corporation or an unincorporated entity all the shares or ownership interests of which are owned by the corporation. (1925, c. 235; 1929, c. 269; 1939, c. 279; G.S., s. 55‑26; 1955, c. 1371, s. 1; 1989, c. 265, s. 1; 2001‑508, s. 1.)

 

§ 55‑12‑02.  Sale of assets other than in regular course of business.

(a)       A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction.

(b)       For a transaction to be authorized:

(1)       The board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation, in which event the board of directors must communicate the basis for its lack of a recommendation to the shareholders with the submission of the proposed transaction; and

(2)       The shareholders entitled to vote must approve the transaction.

(c)       The board of directors may condition its submission of the proposed transaction on any basis.

(d)       The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with G.S. 55‑7‑05.  The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction.

(e)       Unless the articles of incorporation, a bylaw adopted by the shareholders, Article 9 or the board of directors (acting pursuant to subsection (c)) require a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.

(f)        After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action.

(g)       A transaction that constitutes a distribution is governed by G.S. 55‑6‑40 and not by this section. (1925, c. 235; 1929, c. 269; 1939, c. 279; G.S., s. 55‑26; 1955, c. 1371, s. 1; 1989, c. 265, s. 1.)

 

§ 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.)