2005 North Carolina Code - Chapter 55 — North Carolina Business Corporation Act.

Article 1 - General Provisions.

• § 55-1-01. Short title.
• § 55-1-02. Reservation of power to amend or repeal.
• §§ 55-1-03 through 55-1-19. Reserved for future codification purposes.
• § 55-1-20. Filing requirements.
• § 55-1-21. Forms.
• § 55-1-22. Filing, service, and copying fees.
• §§ 55-1-22.1 through 55-1-27: Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s. 3(b).
• § 55-1-28. Certificate of existence.
• § 55-1-29: Transferred to § 55D-18 by Session Laws 2001-358, s. 3(b).
• § 55-1-30. Powers.
• § 55-1-31. Interrogatories by Secretary of State.
• § 55-1-32. Penalties imposed upon corporations, officers, and directors for failure to answer interrogatories.
• § 55-1-33. Information disclosed by interrogatories.
• §§ 55-1-34 through 55-1-39. Reserved for future codification purposes.
• § 55-1-40. Chapter definitions.
• § 55-1-41. Notice.
• § 55-1-42. Number of shareholders.
• §§ 55-1-43 through 55-1-49. Reserved for future codification purposes.
• § 55-1-50. Electronic transactions.

Article 2 - Incorporation.

• § 55-2-01. Incorporators.
• § 55-2-02. Articles of incorporation.
• § 55-2-03. Incorporation.
• § 55-2-04. Reserved for future codification purposes.
• § 55-2-05. Organization of corporation.
• § 55-2-06. Bylaws.
• § 55-2-07. Emergency bylaws.

Article 3 - Purposes and Powers.

• § 55-3-01. Purposes.
• § 55-3-02. General powers.
• § 55-3-03. Emergency powers.
• § 55-3-04. Ultra vires.
• § 55-3-05. Exercise of corporate franchises not granted.

Article 4 - Name.

• §§ 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.

• § 55-5-01. Registered office and registered agent.
• §§ 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.

• § 55-6-01. Authorized shares.
• § 55-6-02. Terms of class or series determined by board of directors.
• § 55-6-03. Issued and outstanding shares.
• § 55-6-04. Fractional shares.
• §§ 55-6-05 through 55-6-19. Reserved for future codification purposes.
• § 55-6-20. Subscription for shares before incorporation.
• § 55-6-21. Issuance of shares.
• § 55-6-22. Liability of shareholders.
• § 55-6-23. Share dividends.
• § 55-6-24. Rights, options, and warrants.
• § 55-6-25. Form and content of certificates.
• § 55-6-26. Shares without certificate.
• § 55-6-27. Restriction on transfer of shares and other securities.
• § 55-6-28. Expense of issue.
• § 55-6-29. Reserved for future codification purposes.
• § 55-6-30. Shareholders' preemptive rights.
• § 55-6-31. Corporation's acquisition of its own shares.
• §§ 55-6-32 through 55-6-39. Reserved for future codification purposes.
• § 55-6-40. Distributions to shareholders.

Article 7 - Shareholders.

• § 55-7-01. Annual meeting.
• § 55-7-02. Special meeting.
• § 55-7-03. Court-ordered meeting.
• § 55-7-04. Action without meeting.
• § 55-7-05. Notice of meeting.
• § 55-7-06. Waiver of notice.
• § 55-7-07. Record date.
• § 55-7-08. Attendance.
• §§ 55-7-09 through 55-7-19. Reserved for future codification purposes.
• § 55-7-20. Shareholders' list for meeting.
• § 55-7-21. Voting entitlement of shares.
• § 55-7-21.1. Rights of holders of debt securities.
• § 55-7-22. Proxies.
• § 55-7-23. Shares held by nominees.
• § 55-7-24. Corporation's acceptance of votes.
• § 55-7-25. Quorum and voting requirements for voting groups.
• § 55-7-26. Action by single and multiple voting groups.
• § 55-7-27. Greater quorum or voting requirements.
• § 55-7-28. Voting for directors; cumulative voting.
• § 55-7-29. Reserved for future codification purposes.
• § 55-7-30. Voting trusts.
• § 55-7-31. Shareholders' agreements.
• §§ 55-7-32 through 55-7-39. Reserved for future codification purposes.
• § 55-7-40. Shareholders' derivative actions.
• § 55-7-40.1. Definitions.
• § 55-7-41. Standing.
• § 55-7-42. Demand.
• § 55-7-43. Stay of proceedings.
• § 55-7-44. Dismissal.
• § 55-7-45. Discontinuance or settlement.
• § 55-7-46. Payment of expenses.
• § 55-7-47. Applicability to foreign corporations.
• § 55-7-48. Suits against directors of public corporations.
• § 55-7-49. Privileged communications.

Article 8 - Directors and Officers.

• § 55-8-01. Requirement for and duties of board of directors.
• § 55-8-02. Qualifications of directors.
• § 55-8-03. Number and election of directors.
• § 55-8-04. Election of directors by certain classes of shareholders.
• § 55-8-05. Terms of directors generally.
• § 55-8-06. Staggered terms for directors.
• § 55-8-07. Resignation of directors.
• § 55-8-08. Removal of directors by shareholders.
• § 55-8-09. Removal of directors by judicial proceeding.
• § 55-8-10. Vacancy on board.
• § 55-8-11. Compensation of directors.
• §§ 55-8-12 through 55-8-19. Reserved for future codification purposes.
• § 55-8-20. Meetings.
• § 55-8-21. Action without meeting.
• § 55-8-22. Notice of meeting.
• § 55-8-23. Waiver of notice.
• § 55-8-24. Quorum and voting.
• § 55-8-25. Committees.
• §§ 55-8-26 through 55-8-29. Reserved for future codification purposes.
• § 55-8-30. General standards for directors.
• § 55-8-31. Director conflict of interest.
• § 55-8-32. Loans to directors.
• § 55-8-33. Liability for unlawful distributions.
• §§ 55-8-34 through 55-8-39. Reserved for future codification purposes.
• § 55-8-40. Officers.
• § 55-8-41. Duties of officers.
• § 55-8-42. Standards of conduct for officers.
• § 55-8-43. Resignation and removal of officers.
• § 55-8-44. Contract rights of officers.
• §§ 55-8-45 through 55-8-49. Reserved for future codification purposes.
• § 55-8-50. Policy statement and definitions.
• § 55-8-51. Authority to indemnify.
• § 55-8-52. Mandatory indemnification.
• § 55-8-53. Advance for expenses.
• § 55-8-54. Court-ordered indemnification.
• § 55-8-55. Determination and authorization of indemnification.
• § 55-8-56. Indemnification of officers, employees, and agents.
• § 55-8-57. Additional indemnification and insurance.
• § 55-8-58. Application of Part.

Article 9 - Shareholder Protection Act.

• § 55-9-01. Short title and definitions.
• § 55-9-02. Voting requirement.
• § 55-9-03. Exception to voting requirement.
• § 55-9-04. General.
• § 55-9-05. Exemptions.

Article 9A - Control Share Acquisitions.

• § 55-9A-01. Short title and definitions.
• § 55-9A-02. Acquiring person statement.
• § 55-9A-03. Meeting of shareholders.
• § 55-9A-04. Notice.
• § 55-9A-05. Voting rights.
• § 55-9A-06. Right of redemption by shareholders.
• § 55-9A-07. Severability.
• § 55-9A-08. Construction.
• § 55-9A-09. Exemptions.

Article 10 - Amendment of Articles of Incorporation and Bylaws.

• § 55-10-01. Authority to amend.
• § 55-10-02. Amendment by board of directors.
• § 55-10-03. Amendment by board of directors and shareholders.
• § 55-10-04. Voting on amendments by voting groups.
• § 55-10-05. Amendment before issuance of shares.
• § 55-10-06. Articles of amendment.
• § 55-10-07. Restated articles of incorporation.
• § 55-10-08. Reserved for future codification purposes.
• § 55-10-09. Effect of amendment.
• §§ 55-10-10 through 55-10-19. Reserved for future codification purposes.
• § 55-10-20. Amendment by board of directors or shareholders.
• § 55-10-21. Reserved for future codification purposes.
• § 55-10-22. Bylaw increasing quorum or voting requirement for directors.

Article 11 - Merger and Share Exchange.

• § 55-11-01. Merger.
• § 55-11-02. Share exchange.
• § 55-11-03. Action on plan.
• § 55-11-04. Merger with subsidiary.
• § 55-11-05. Articles of merger or share exchange.
• § 55-11-06. Effect of merger or share exchange.
• § 55-11-07. Merger or share exchange with foreign corporation.
• § 55-11-08. Article 9 to control.
• § 55-11-09. Merger with nonprofit corporation.
• § 55-11-10. Merger with unincorporated entity.

Article 11A - Conversions.

• § 55-11A-01. Conversion.
• § 55-11A-02. Plan of conversion.
• § 55-11A-03. Filing of articles of incorporation by converting entity.
• § 55-11A-04. Effects of conversion.
• §§ 55-11A-05 through 55-11A-09. Reserved for future codification purposes.
• § 55-11A-10. Conversion.
• § 55-11A-11. Plan of conversion.
• § 55-11A-12. Articles of conversion.
• § 55-11A-13. Effects of conversion.

Article 12 - Transfer of Assets.

• § 55-12-01. Sale of assets in regular course of business and mortgage of assets.
• § 55-12-02. Sale of assets other than in regular course of business.
• § 55-12-03. Article 9 to control.

Article 13 - Dissenters' Rights.

• § 55-13-01. Definitions.
• § 55-13-02. Right to dissent.
• § 55-13-03. Dissent by nominees and beneficial owners.
• §§ 55-13-04 through 55-13-19. Reserved for future codification purposes.
• § 55-13-20. Notice of dissenters' rights.
• § 55-13-21. Notice of intent to demand payment.
• § 55-13-22. Dissenters' notice.
• § 55-13-23. Duty to demand payment.
• § 55-13-24. Share restrictions.
• § 55-13-25. Payment.
• § 55-13-26. Failure to take action.
• § 55-13-27. Reserved for future codification purposes.
• § 55-13-28. Procedure if shareholder dissatisfied with corporation's payment or failure to perform.
• § 55-13-29. Reserved for future codification purposes.
• § 55-13-30. Court action.
• § 55-13-31. Court costs and counsel fees.

Article 14 - Dissolution.

• § 55-14-01. Dissolution by incorporators or directors.
• § 55-14-02. Dissolution by board of directors and shareholders.
• § 55-14-03. Articles of dissolution.
• § 55-14-04. Revocation of dissolution.
• § 55-14-05. Effect of dissolution.
• § 55-14-06. Known claims against dissolved corporation.
• § 55-14-07. Unknown and certain other claims against dissolved corporation.
• § 55-14-08. Enforcement of claims.
• § 55-14-09. Court proceedings.
• §§ 55-14-10 through 55-14-19. Reserved for future codification purposes.
• § 55-14-20. Grounds for administrative dissolution.
• § 55-14-21. Procedure for and effect of administrative dissolution.
• § 55-14-22. Reinstatement following administrative dissolution.
• § 55-14-23. Appeal from denial of reinstatement.
• § 55-14-24. Inapplicability of Administrative Procedure Act.
• §§ 55-14-25 through 55-14-29. Reserved for future codification purposes.
• § 55-14-30. Grounds for judicial dissolution.
• § 55-14-31. Procedure for judicial dissolution.
• § 55-14-32. Receivership.
• § 55-14-33. Decree of dissolution.
• §§ 55-14-34 through 55-14-39. Reserved for future codification purposes.
• § 55-14-40. Disposition of amounts due to unavailable shareholders and creditors.

Article 14A - Reorganization.

• § 55-14A-01. Fundamental changes in reorganization proceedings.

Article 15 - Foreign Corporations.

• § 55-15-01. Authority to transact business required.
• § 55-15-02. Consequences of transacting business without authority.
• § 55-15-03. Application for certificate of authority.
• § 55-15-04. Amended certificate of authority.
• § 55-15-05. Effect of certificate of authority.
• § 55-15-06: Repealed by Session Laws 2001-358, s. 18.
• § 55-15-07. Registered office and registered agent of foreign corporation.
• §§ 55-15-08 through 55-15-10: Repealed by Session Laws 2001-358, s. 47(c), effective January 1, 2002.
• §§ 55-15-11 through 55-15-19. Reserved for future codification purposes.
• § 55-15-20. Withdrawal of foreign corporation.
• § 55-15-21. Withdrawal of foreign corporation by reason of a merger, consolidation, or conversion.
• §§ 55-15-22 through 55-15-29. Reserved for future codification purposes.
• § 55-15-30. Grounds for revocation.
• § 55-15-31. Procedure for and effect of revocation.
• § 55-15-32. Appeal from revocation.
• § 55-15-33. Inapplicability of Administrative Procedure Act.

Article 16 - Records and Reports.

• § 55-16-01. Corporate records.
• § 55-16-02. Inspection of records by shareholders.
• § 55-16-03. Scope of inspection right.
• § 55-16-04. Court-ordered inspection.
• § 55-16-05. Inspection of records by directors.
• § 55-16-06. Exception to notice requirements.
• §§ 55-16-07 through 55-16-19. Reserved for future codification purposes.
• § 55-16-20. Financial statements for shareholders.
• § 55-16-21: Repealed by Session Laws 2005-268, s. 37, effective October 1, 2005.
• § 55-16-22. Annual report.
• § 55-16-22.1. Repealed by Session Laws 1998-228, S.17.

Article 17 - Transition and Curative Provisions.

• § 55-17-01. Applicability of act.
• § 55-17-02. Application to qualified foreign corporations.
• § 55-17-03. Saving provisions.
• § 55-17-04. Severability.
• § 55-17-05. Curative statute.