North Carolina General Statutes — Chapter 55

218 sections. Sourced from ncleg.gov; each section links to its full text with case-law cross-references.

• § 55-1-01 Short title
• § 55-1-02 Reservation of power to amend or repeal
• § 55-1-20 Filing requirements
• § 55-1-21 Forms
• § 55-1-22 Filing, service, and copying fees
• § 55-1-28 Certificate of existence
• § 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
• § 55-1-40 Chapter definitions
• § 55-1-41 Notice
• § 55-1-50 Electronic transactions
• § 55-1-60 Definitions
• § 55-1-61 Defective corporate actions
• § 55-1-62 Ratification of defective corporate actions
• § 55-1-63 Action on ratification
• § 55-1-64 Notice requirements
• § 55-1-65 Effect of ratification
• § 55-1-66 Filings
• § 55-1-67 Judicial proceedings regarding validity of corporate actions
• § 55-2-01 Incorporators
• § 55-2-02 Articles of incorporation
• § 55-2-03 Incorporation
• § 55-2-05 Organization of corporation
• § 55-2-07 Emergency bylaws
• § 55-2-08 Forum selection provisions
• § 55-3-01 Purposes
• § 55-3-02 General powers
• § 55-3-03 Emergency powers
• § 55-3-04 Ultra vires
• § 55-5-01 Registered office and registered agent
• § 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
• § 55-6-20 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
• § 55-6-40 Distributions to 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
• § 55-7-09 Remote participation in meetings; meetings held solely by remote participation
• § 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
• § 55-7-40 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
• § 55-7-49 Privileged communications
• § 55-7-50 Repealed by Session Laws 2025-33, s. 3(b), effective October 1, 2025
• § 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
• § 55-8-20 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 Submission of matters for shareholder vote
• § 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
• § 55-8-40 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
• § 55-8-50 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
• § 55-8-58 Application of Part
• § 55-9-01 Short title and definitions
• § 55-9-02 Voting requirement
• § 55-9-04 General
• § 55-9-05 Exemptions
• § 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
• § 55-10-01 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
• § 55-10-09 Effect of amendment
• § 55-10-20 Amendment by board of directors or shareholders
• § 55-10-22 Bylaw increasing quorum or voting requirement for directors or prohibiting a meeting of shareholders solely by remote participation
• § 55-11-01 Merger
• § 55-11-02 Share exchange
• § 55-11-03 Action on plan
• § 55-11-04 Merger between parent corporation and subsidiary or between subsidiaries
• § 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
• § 55-11-09 Merger with nonprofit corporation
• § 55-11-10 Merger with unincorporated entity
• § 55-11-12 Merger between parent unincorporated entity and subsidiary corporation or corporations
• § 55-11-13 Effect of merger with unincorporated entity
• § 55-11-20 Merger to effect a holding company reorganization
• § 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-10 Conversion
• § 55-11A-11 Plan of conversion
• § 55-11A-12 Articles of conversion
• § 55-11A-13 Effects of conversion
• § 55-12-01 Disposition of assets not requiring shareholder approval and mortgage of assets
• § 55-12-02 Disposition of assets requiring shareholder approval
• § 55-13-01 Definitions
• § 55-13-02 Right to appraisal
• § 55-13-03 Assertion of rights by nominees and beneficial owners
• § 55-13-20 Notice of appraisal rights
• § 55-13-21 Notice of intent to demand payment and consequences of voting or consenting
• § 55-13-22 Appraisal notice and form
• § 55-13-23 Perfection of rights; right to withdraw
• § 55-13-25 Payment
• § 55-13-27 After-acquired shares
• § 55-13-28 Procedure if shareholder dissatisfied with payment or offer
• § 55-13-30 Court Action
• § 55-13-31 Court costs and expenses
• § 55-13-40 Other remedies limited
• § 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
• § 55-14-20 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
• § 55-14-30 Grounds for judicial dissolution
• § 55-14-31 Procedure for judicial dissolution
• § 55-14-32 Receivership
• § 55-14-33 Decree of dissolution
• § 55-14-40 Disposition of amounts due to unavailable shareholders and creditors
• § 55-14A-01 Fundamental changes in reorganization proceedings
• § 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
• § 55-15-07 Registered office and registered agent of foreign corporation
• § 55-15-20 Withdrawal of foreign corporation
• § 55-15-21 Withdrawal of foreign corporation by reason of a merger, consolidation, or conversion
• § 55-15-30 Grounds for revocation
• § 55-15-31 Procedure for and effect of revocation
• § 55-15-32 Appeal from revocation
• § 55-16-01 Corporate records
• § 55-16-01.1 Definitions
• § 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
• § 55-16-20 Financial statements for shareholders
• § 55-16-22 Annual report
• § 55-16-22.2 Report of veteran-owned small businesses and service-disabled veteran-owned small businesses
• § 55-17-01 Applicability of act
• § 55-17-02 Application to qualified foreign corporations
• § 55-17-03 Saving provisions
• § 55-17-04 Severability