2009 North Carolina Code
Chapter 55 - North Carolina Business Corporation Act.
§ 55-13-20. Notice of dissenters' rights.

Part 2. Procedure for Exercise of Dissenters' Rights.

§ 55‑13‑20.  Notice of dissenters' rights.

(a)        If proposed corporate action creating dissenters' rights under G.S. 55‑13‑02 is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this Article and be accompanied by a copy of this Article.

(b)        If corporate action creating dissenters' rights under G.S. 55‑13‑02 is taken without a vote of shareholders or is taken by shareholder action without meeting under G.S. 55‑7‑04, the corporation shall no later than 10 days thereafter notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in G.S. 55‑13‑22. A shareholder who consents to shareholder action taken without meeting under G.S. 55‑7‑04 approving a corporate action is not entitled to payment for the shareholder's shares under this Article with respect to that corporate action.

(c)        If a corporation fails to comply with the requirements of this section, such failure shall not invalidate any corporate action taken; but any shareholder may recover from the corporation any damage which he suffered from such failure in a civil action brought in his own name within three years after the taking of the corporate action creating dissenters' rights under G.S. 55‑13‑02 unless he voted for such corporate action. (1925, c. 77, s. 1; c. 235; 1929, c. 269; 1939, c. 5; c. 279; 1943, c. 270; G.S., ss. 55‑26, 55‑165, 55‑167; 1955, c. 1371, s. 1; 1969, c. 751, s. 39; 1973, c. 469, ss. 36, 37; 1989, c. 265, s. 1; 2002‑58, s. 2.)