2009 North Carolina Code
Chapter 55 - North Carolina Business Corporation Act.
§ 55-11-04. Merger with subsidiary.
§ 55‑11‑04. Merger with subsidiary.
(a) Subject to Article 9, a parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent corporation unless the articles of incorporation of the parent corporation require approval of the shareholders or the plan of merger contains one or more amendments to the articles of incorporation of the parent corporation for which shareholder approval is required by G.S. 55‑10‑03, and without approval of the board of directors or shareholders of the subsidiary corporation unless the articles of incorporation of the subsidiary corporation require approval of the shareholders of the subsidiary corporation. Subject to Article 9, a parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge itself into the subsidiary corporation without approval of the board of directors or shareholders of the subsidiary corporation unless the articles of incorporation of the subsidiary corporation provide otherwise or the plan of merger contains one or more amendments to the articles of incorporation of the subsidiary corporation for which shareholder approval is required by G.S. 55‑10‑03. Except as otherwise provided in this subsection, the provisions of G.S. 55‑11‑01 and G.S. 55‑11‑03 apply to any merger described in this subsection.
(b) If a merger is consummated without approval of the subsidiary corporation's shareholders, the surviving corporation shall, within 10 days after the effective date of the merger, notify each shareholder of the subsidiary corporation as of the effective date of the merger, that the merger has become effective.
(c) Repealed by Session Laws 2005, c. 268, s. 21.
(d) Repealed by Session Laws 2005, c. 268, s. 21.
(e) Repealed by Session Laws 2005, c. 268, s. 21.
(f) The provisions of G.S. 55‑13‑02(c) do not apply to subsidiary corporations that are parties to mergers consummated under this section. (1955, c. 1371, s. 1; 1959, c. 1316, s. 37; 1973, c. 469, s. 33; 1989, c. 265, s. 1; 1997‑485, s. 29; 2005‑268, s. 21; 2006‑226, s. 16(a).)
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