reglab/housing_qa huggingface dataset:
NC Gen Stat § 55-5-04 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 5 - Office and Agent.|§ 55-5-04 - through 55-5-04: Transferred to §§ 55D-31 through 55D-33 by Session Laws 2001-358, s. 44.

 55-5-02 through 55-5-04: Transferred to 55D-31 through 55D-33 by Session Laws 2001-358, s. 44.
NC Gen Stat § 55-6-02 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 6 - Shares and Distribution.|§ 55-6-02 - Terms of class or series determined by board of directors.

 55-6-02. Terms of class or series determined by board of directors.(a) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in G.S. 55-6-01) of (1) any class of shares before the issuance of any shares of that class or (2) one or more series within a class before the issuance of any shares of that series.(b) Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of State for filing articles of amendment, which are effective without shareholder action, that set forth:(1) The name of the corporation;(2) The text of the amendment determining the terms of the class or series of shares;(3) The date it was adopted; and(4) A statement that the amendment was duly adopted by the board of directors. (1901, c. 2, s. 19; 1903, c. 660, ss. 2, 3; Rev., s. 1159; C.S., s. 1156; 1923, c. 155; 1925, c. 118, ss. 2, 2a; 1939, c. 199; G.S., s. 55-61; 1953, c. 822, s. 1; 1955, c. 1371, s. 1; 1989, c. 265, s. 1.)
NC Gen Stat § 55-6-03 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 6 - Shares and Distribution.|§ 55-6-03 - Issued and outstanding shares.

 55-6-03. Issued and outstanding shares.(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to G.S. 55-6-40.(c) At all times that shares of the corporation are outstanding, there must be outstanding one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution. (1901, c. 2, s. 19; 1903, c. 660, ss. 2, 3; Rev., s. 1159; C.S., s. 1156; 1921, c. 116, s. 1; 1923, c. 155; C.S., s. 1167(a); 1925, c. 118, ss. 2, 2a; c. 262, s. 1; 1939, c. 199; 1949, c. 929; G.S., ss. 55-61, 55-73; 1953, c. 822, ss. 1, 3; 1955, c. 1371, s. 1; 1969, c. 751, ss. 15-17; 1985, c. 117, s. 1; 1989, c. 265, s. 1.)
NC Gen Stat § 55-6-04 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 6 - Shares and Distribution.|§ 55-6-04 - Fractional shares.

 55-6-04. Fractional shares.(a) A corporation may:(1) Issue fractions of a share or pay in money the value of fractions of a share;(2) Arrange for disposition of fractional shares by the shareholders;(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.(b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by G.S. 55-6-25(b).(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:(1) That the scrip will become void if not exchanged for full shares before a specified date; and(2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders. (1955, c. 1371, s. 1; 1959, c. 1316, s. 20; 1989, c. 265, s. 1.)
NC Gen Stat § 55-6-20 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 6 - Shares and Distribution.|§ 55-6-20 - Subscription for shares before incorporation.

 55-6-20. Subscription for shares before incorporation.(a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than 20 days after the corporation sends written demand for payment to the subscriber.(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to G.S. 55-6-21. (1901, c. 2, ss. 23, 24, 25; Rev., ss. 1169, 1170, 1171; C.S., s. 1165; G.S., s. 55-70; 1955, c. 1371, s. 1; 1969, c. 751, s. 18; 1985, c. 117, s. 2; 1989, c. 265, s. 1.)
NC Gen Stat § 55-6-21 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 6 - Shares and Distribution.|§ 55-6-21 - Issuance of shares.

 55-6-21. Issuance of shares.(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. Unless the articles of incorporation or bylaws provide otherwise, the powers granted in this section to the board of directors may be delegated, within limits prescribed by the board of directors, to one or more officers of the corporation who are designated by the board of directors.(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. The determination by the board of directors as to the adequacy of consideration is conclusive as to whether the shares are validly issued, fully paid, and nonassessable.(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.(e) The corporation may place in escrow shares issued for a contract for future services or benefits or for a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefit received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or part.  (1901, c. 2, ss. 19, 53, 54; 1903, c. 660, ss. 2, 3; Rev. ss. 1159, 1160, 1161; C.S., ss. 1157, 1158; G.S., ss. 55-62, 55-63; 1955, c. 1371, s. 1; 1957, s. 1039; 1959, c. 1316, ss. 10, 13, 14; 1969, c. 751, s. 20; 1973, c. 469, ss. 15, 45.2; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.7; 2013-153, s. 1.)
NC Gen Stat § 55-6-22 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 6 - Shares and Distribution.|§ 55-6-22 - Liability of shareholders.

 55-6-22. Liability of shareholders.(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (G.S. 55-6-21) or specified in the subscription agreement (G.S. 55-6-20).(b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct. (1893, c. 471; 1901, c. 2, s. 22; Rev., s. 1162; C.S., s. 1160; G.S., s. 55-65; 1955, c. 1371, s. 1; 1969, c. 751, s. 28; 1989, c. 265. s. 1.)
NC Gen Stat § 55-6-23 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 6 - Shares and Distribution.|§ 55-6-23 - Share dividends.

 55-6-23. Share dividends.(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:(1) The articles of incorporation so authorize,(2) There are no outstanding shares of the class or series to be issued, or(3) A majority of the votes entitled to be cast by the class or series to be issued approve the issuance of not more than a stated number of shares within a period of not more than one year after such approval.(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend. (1955, c. 1371, s. 1; 1959, c. 1316, ss. 17, 18; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.8.)
NC Gen Stat § 55-6-24 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 6 - Shares and Distribution.|§ 55-6-24 - Rights, options, and warrants.

 55-6-24. Rights, options, and warrants.(a) A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors, or officers of the corporation who are designated by the board of directors pursuant to G.S. 55-6-21(a), shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to be issued.(b) In the case of a public corporation, the terms and conditions of such rights, options or warrants may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer or receipt of such rights, options or warrants by the holder or holders or beneficial owner or owners of a specified number or percentage of the outstanding voting shares of such public corporation or by any transferee of any such holder or owner, or that invalidate or void such rights, options or warrants held by any such holder or owner or by such transferee. Determinations by the board of directors whether to impose, enforce, waive or otherwise render ineffective any such restrictions or conditions may be judicially reviewed in an appropriate proceeding.  (1955, c. 1371, s. 1; 1959, c. 1316, s. 11; 1989, c. 265, s. 1; 2013-153, s. 2.)
NC Gen Stat § 55-6-25 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 6 - Shares and Distribution.|§ 55-6-25 - Form and content of certificates.

 55-6-25. Form and content of certificates.(a) Shares may but need not be represented by certificates. Unless this act or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.(b) At a minimum each share certificate must state on its face:(1) The name of the issuing corporation and that it is organized under the law of North Carolina;(2) The name of the person to whom issued; and(3) The number and class of shares and the designation of the series, if any, the certificate represents.(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information in writing and without charge.(d) Each share certificate (1) must be signed (either manually or in facsimile) by two officers designated in the bylaws or by the board of directors and (2) may bear the corporate seal or its facsimile.(e) If the person who signed in any capacity (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid. (1885, c. 265; 1901, c. 2, s. 94; Rev., ss. 1165, 1166; C.S., s. 1162; 1927, c. 173; 1949, c. 809; G.S., s. 55-67; 1955, c. 1371, s. 1; 1979, c. 91; 1989, c. 265, s. 1.)
NC Gen Stat § 55-6-26 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 6 - Shares and Distribution.|§ 55-6-26 - Shares without certificate.

 55-6-26. Shares without certificate.(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by G.S. 55-6-25(b) and (c), and if applicable, G.S. 55-6-27. (1989, c. 265, s. 1.)
NC Gen Stat § 55-6-27 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 6 - Shares and Distribution.|§ 55-6-27 - Restriction on transfer of shares and other securities.

 55-6-27. Restriction on transfer of shares and other securities.(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section, it is not unconscionable under the circumstances, and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by G.S. 55-6-26(b). Unless so noted, a restriction is not enforceable except against a person who receives actual written notice of the restrictions.(c) A restriction on the transfer or registration of transfer of shares is authorized:(1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders;(2) To preserve exemptions under federal or state securities law;(3) For any other reasonable purpose.(d) A restriction authorized by G.S. 55-6-27(c) may:(1) Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;(2) Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;(3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable;(5) Contain any other provision reasonably related to an authorized purpose.(e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares. (1989, c. 265, s. 1.)
NC Gen Stat § 55-6-28 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 6 - Shares and Distribution.|§ 55-6-28 - Expense of issue.

 55-6-28. Expense of issue.A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. (1989, c. 265, s. 1.)
NC Gen Stat § 55-6-30 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 6 - Shares and Distribution.|§ 55-6-30 - Shareholders' preemptive rights.

 55-6-30. Shareholders' preemptive rights.(a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation or subsection (d) of this section so provide.(b) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" (or words of similar import) means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors, to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them.(2) A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.(3) There is no preemptive right with respect to (i) shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates; (ii) shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates; (iii) shares authorized in articles of incorporation that are issued within six months from the effective date of incorporation; (iv) shares issued for considerations, other than money, deemed by the board of directors in good faith to be advantageous to the corporation's business.(4) Holders of a share of any class have no preemptive rights with respect to shares of any other class.(5) Reserved for future codification purposes.(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person during a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.(c) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.(d) Notwithstanding the foregoing provision of this section, shareholders of a corporation incorporated before July 1, 1990, other than a public corporation, shall have a preemptive right to acquire the unissued shares of the corporation, to the extent provided in (and subject to the limitations of) subdivisions (b) (1)-(6) and subsection (c) of this section, except to the extent the articles of incorporation expressly provide otherwise. (1955, c. 1371, s. 1; 1969, c. 751, ss. 29-32; 1979, c. 508, s. 2; 1989, c. 265, s. 1; 1993, c. 552, s. 8.)
NC Gen Stat § 55-6-31 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 6 - Shares and Distribution.|§ 55-6-31 - Corporation's acquisition of its own shares.

 55-6-31. Corporation's acquisition of its own shares.(a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.(b) If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.(c) Repealed by Session Laws 2005-268, s. 1, effective October 1, 2005. (1955, c. 1371, s. 1; 1957, c. 1039; 1959, c. 1316, s. 19; 1963, c. 666; 1967, c. 1163; 1969, c. 751, ss. 23-27, 45; 1973, c. 1067; 1985, c. 117, s. 3; 1989, c. 265, s. 1; 2005-268, s. 1.)
NC Gen Stat § 55-7-01 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 7 - Shareholders.|§ 55-7-01 - Annual meeting.

 55-7-01. Annual meeting.(a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.(b) Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with G.S. 55-7-09(c), annual shareholders' meetings may be held (i) in or out of this State at the place stated in or fixed in accordance with the bylaws, or (ii) if no place is stated in or fixed in accordance with the bylaws, at the corporation's principal office.(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action. Upon such failure, whether from lack of quorum or otherwise, a substitute annual meeting may be called in accordance with the provisions of G.S. 55-7-02 and any meeting so called may be designated as the annual meeting.(d) Any matter relating to the affairs of a corporation that is appropriate for shareholder action is a proper subject for action at an annual meeting of shareholders, and unless required by some provision of this Chapter, the matter need not be specifically stated in the notice of meeting.  (1901, c. 2, ss. 46, 49, 51; Rev., ss. 1179, 1188, 1190; C.S., ss. 1168, 1169, 1176; G.S., ss. 55-105, 55-106, 55-113; 1955, c. 1371, s. 1; 1959, c. 1316, ss. 21, 22; 1985 (Reg. Sess., 1986), c. 801, s. 44; 1989, c. 265, s. 1; 2021-162, s. 1(a).)