NC General Statutes

N.C. Gen. Stat. § 105-232 (2026)

Rights restored; receivership and liquidation

✓ current as of July 2026

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(a) Any corporation or limited liability company whose articles of incorporation, articles of organization, or certificate of authority to do business in this State has been suspended by the Secretary of State under G.S. 105-230, that complies with all the requirements of this Subchapter and pays all State taxes, fees, or penalties due from it (which total amount due may be computed, for years prior and subsequent to the suspension, in the same manner as if the suspension had not taken place), and pays to the Secretary of Revenue a fee of twenty-five dollars ($25.00) to cover the cost of reinstatement, is entitled to exercise again its rights, privileges, and franchises in this State. The Secretary of Revenue shall notify the Secretary of State of this compliance and the Secretary of State shall reinstate the corporation or limited liability company by appropriate entry upon the records of the office of the Secretary of State. Upon entry of reinstatement, it relates back to and takes effect as of the date of the suspension by the Secretary of State and the corporation or limited liability company resumes carrying on its business as if the suspension had never occurred, subject to the rights of any person who reasonably relied, to that person's prejudice, upon the suspension. The Secretary of State shall immediately notify by mail the corporation or limited liability company of the reinstatement.

(b) When the articles of incorporation, articles of organization, or certificate of authority to do business in this State has been suspended by the Secretary of State under G.S. 105-230, and the corporation or limited liability company has ceased to operate as a going concern, if there remains property held in the name of the corporation or limited liability company or undisposed of at the time of the suspension, or there remain future interests that may accrue to the corporation, the limited liability company, or its successors, members, or stockholders, any interested party may apply to the superior court for the appointment of a receiver. Application for the receiver may be made in a civil action to which all stockholders, members, or their representatives or next of kin shall be made parties. Stockholders or members whose whereabouts are unknown, unknown stockholders or members, unknown heirs and next of kin of deceased stockholders, members, creditors, dealers, and other interested persons may be served by publication. A guardian ad litem may be appointed for any stockholders, members, or their representatives who are infants or incompetent. The receiver shall enter into a bond if the court requires one and shall give notice to creditors by publication or otherwise as the court may prescribe. Any creditor who fails to file a claim with the receiver within the time set shall be barred of the right to participate in the distribution of the assets. The receiver may (i) sell the property interests of the corporation or limited liability company upon such terms and in such manner as the court may order, (ii) apply the proceeds to the payment of any debts of the corporation or limited liability company, and (iii) distribute the remainder among the stockholders, the members, or their representatives in proportion to their interests in the property interests. Shares due to any stockholder or member who is unknown or whose whereabouts are unknown shall be paid into the office of the clerk of the superior court, to be disbursed according to law. In the event the records of the corporation or limited liability company are lost or do not reflect the owners of the property interests, the court shall determine the owners from the best evidence available, and the receiver shall be protected in acting in accordance with the court's finding. This proceeding is authorized for the sole purpose of providing a procedure for disposing of the assets of the corporation or limited liability company by the payment of its debts and by the transfer to its stockholders, its members, or their representatives their proportionate shares of its assets. (1939, c. 158, s. 903; c. 370, s. 1; 1943, c. 400, s. 9; 1947, c. 501, s. 9; 1951, c. 29; 1969, c. 541, s. 10; 1973, c. 476, s. 193; c. 1065; 1987, c. 644, s. 2; 1989 (Reg. Sess., 1990), c. 1024, s. 19(b); 1991, c. 645, s. 21; 1993, c. 354, s. 21; 2001-387, s. 153; 2001-487, s. 62(dd).)

§ 105-233: Repealed by Session Laws 2006-162, s. 12(a), effective July 24, 2006.

§ 105-234: Repealed by Session Laws 2006-162, s. 12(a), effective July 24, 2006.

Notes of Decisions

Cited in 7 cases, 1959–2007 · leading case: Griffith v. Glen Wood Co., Inc., 646 S.E.2d 550 (N.C. Ct. App. 2007).

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Griffith v. Glen Wood Co., Inc., 646 S.E.2d 550 (N.C. Ct. App. 2007). “(b) Any act performed or attempted to be performed during the period of suspension is invalid and of no effect, unless the Secretary of State reinstates the corporation or limited liability company pursuant to G.S. 105-232. (Emphasis added.) 4 . At the date of the contract, Wood…”

Raleigh Swimming Pool Co. v. Wake Forest Country Club, 182 S.E.2d 273 (N.C. Ct. App. 1971). · cites it 3× “105-230 when the time within which the corporation’s rights might be restored under G.S. 105-232 has expired; however, the provisions for liquidation of corporate assets in such cases shall be those provided in G.”

Piedmont & W. Inv. Corp. v. Carnes-Miller Gear Co., 384 S.E.2d 687 (N.C. Ct. App. 1989). · cites it 2× “By taking action pursuant to G.S. § 105-232 (1985 & Supp. 1988), the suspended charter may be reinstated.”

Mica Indus., Inc. v. Penland, 107 S.E.2d 120 (N.C. 1959). “Whether plaintiff’s charter has been restored as provided in G.S. 105-232 does not appear. We are concerned only with plaintiff’s status when this action was -commenced.”

Guilford Builders Supply Co. v. Reynolds, 107 S.E.2d 80 (N.C. 1959). “105-230 and G.S. 105-232; and (2) that there is sufficient evidence to be submitted to a jury on the issue that Rachel L.”

Garriss Inv. Corp. v. Comm'r, 43 T.C.M. 396 (Tax Ct. 1982). · cites it 2× “Garriss out of his personal account, including, but not limited to, legal fees, surveys, paving, waterlines, property taxes and other development costs. On December 14, 1967, following the 5-year period of operating under a suspended charter, during which reinstatement is…”

Stegall Milling Co. v. Hettiger, 217 S.E.2d 767 (N.C. Ct. App. 1975). “Regarding appellants’ contention that the court erred in appointing a receiver, in view of our holding above, we perceive no prejudice to appellants by the appointment.”

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