2009 North Carolina Code
Chapter 55 - North Carolina Business Corporation Act.
§ 55-12-01. Sale of assets in regular course of business and mortgage 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.)
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