reglab/housing_qa huggingface dataset:
NC Gen Stat § 55-13-23 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 13 - Appraisal Rights.|§ 55-13-23 - Perfection of rights; right to withdraw.

 55-13-23. Perfection of rights; right to withdraw.(a) A shareholder who receives notice pursuant to G.S. 55-13-22 and who wishes to exercise appraisal rights must sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to G.S. 55-13-22(b)(2). In addition, if applicable, the shareholder must certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to G.S. 55-13-22(b)(1). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under G.S. 55-13-27. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection (b) of this section.(b) A shareholder who has complied with subsection (a) of this section may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to G.S. 55-13-22(b)(2)e. A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.(c) A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in G.S. 55-13-22(b) shall not be entitled to payment under this Article.  (1925, c. 77, s. 1; 1943, c. 270; G.S., s. 55-167; 1955, c. 1371, s. 1; 1969, c. 751, s. 39; 1973, c. 469, ss. 36, 37; 1989, c. 265, s. 1; 2011-347, s. 1.)
NC Gen Stat § 55-13-25 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 13 - Appraisal Rights.|§ 55-13-25 - Payment.

 55-13-25. Payment.(a) Except as provided in G.S. 55-13-27, within 30 days after the form required by G.S. 55-13-22(b) is due, the corporation shall pay in cash to the shareholders who complied with G.S. 55-13-23(a) the amount the corporation estimates to be the fair value of their shares, plus interest.(b) The payment to each shareholder pursuant to subsection (a) of this section shall be accompanied by the following:(1) The following financial information:a. Annual financial statements as described in G.S. 55-16-20(a) of the corporation that issued the shares to be appraised. The date of the financial statements shall not be more than 16 months before the date of payment. If annual financial statements that meet the requirements of this sub-subdivision are not reasonably available, the corporation shall provide reasonably equivalent financial information and in any case shall provide a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, and a cash flow statement for that year.b. The latest interim financial statements, if any.(2) A statement of the corporation's estimate of the fair value of the shares. The estimate shall equal or exceed the corporation's estimate given pursuant to G.S. 55-13-22(b)(2)c.(3) A statement that the shareholders described in subsection (a) of this section have the right to demand further payment under G.S. 55-13-28 and that if a shareholder does not do so within the time period specified in G.S. 55-13-28, then the shareholder shall be deemed to have accepted payment in full satisfaction of the corporation's obligations under this Article.  (1925, c. 77, s. 1; 1943, c. 270; G.S., s. 55-167; 1955, c. 1371, s. 1; 1969, c. 751, s. 39; 1973, c. 469, ss. 36, 37; 1989, c. 265, s. 1; c. 770, s. 69; 1997-202, s. 2; 2011-347, s. 1; 2021-106, s. 6(h).)
NC Gen Stat § 55-13-27 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 13 - Appraisal Rights.|§ 55-13-27 - After-acquired shares.

 55-13-27. After-acquired shares.(a) A corporation may elect to withhold payment required by G.S. 55-13-25 from any shareholder who was required to but did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to G.S. 55-13-22(b)(1).(b) If the corporation elected to withhold payment under subsection (a) of this section, it must, within 30 days after the form required by G.S. 55-13-22(b) is due, notify all shareholders who are described in subsection (a) of this section of the following:(1) The information required by G.S. 55-13-25(b)(1).(2) The corporation's estimate of fair value pursuant to G.S. 55-13-25(b)(2).(3) That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under G.S. 55-13-28.(4) That those shareholders who wish to accept such offer must so notify the corporation of their acceptance of the corporation's offer within 30 days after receiving the offer.(5) That those shareholders who do not satisfy the requirements for demanding appraisal under G.S. 55-13-28 shall be deemed to have accepted the corporation's offer.(c) Within 10 days after receiving the shareholder's acceptance pursuant to subsection (b) of this section, the corporation must pay in cash the amount it offered under subdivision (b)(2) of this section to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.(d) Within 40 days after sending the notice described in subsection (b) of this section, the corporation must pay in cash the amount it offered to pay under subdivision (b)(2) of this section to each shareholder described in subdivision (b)(5) of this section.  (2011-347, s. 1.)
NC Gen Stat § 55-13-28 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 13 - Appraisal Rights.|§ 55-13-28 - Procedure if shareholder dissatisfied with payment or offer.

 55-13-28. Procedure if shareholder dissatisfied with payment or offer.(a) A shareholder paid pursuant to G.S. 55-13-25 who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest (less any payment under G.S. 55-13-25). A shareholder offered payment under G.S. 55-13-27 who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares, plus interest.(b) A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value, plus interest, under subsection (a) of this section within 30 days after receiving the corporation's payment or offer of payment under G.S. 55-13-25 or G.S. 55-13-27, respectively, waives the right to demand payment under this section and shall be entitled only to the payment made or offered pursuant to those respective sections.  (1925, c. 77, s. 1; 1943, c. 270; G.S., s. 55-167; 1955, c. 1371, s. 1; 1969, c. 751, s. 39; 1973, c. 469, ss. 36, 37; 1989, c. 265, s. 1; 1997-202, s. 3; 2011-347, s. 1.)
NC Gen Stat § 55-13-31 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 13 - Appraisal Rights.|§ 55-13-31 - Court costs and expenses.

 55-13-31. Court costs and expenses.(a) The court in an appraisal proceeding commenced under G.S. 55-13-30 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this Article.(b) The court in an appraisal proceeding may also assess the expenses for the respective parties, in amounts the court finds equitable:(1) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of G.S. 55-13-20, 55-13-22, 55-13-25, or 55-13-27.(2) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this Article.(c) If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that these expenses should not be assessed against the corporation, the court may direct that the expenses be paid out of the amounts awarded the shareholders who were benefited.(d) To the extent the corporation fails to make a required payment pursuant to G.S. 55-13-25, 55-13-27, or 55-13-28, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.  (1925, c. 77, s. 1; 1943, c. 270; G.S., s. 55-167; 1955, c. 1371, s. 1; 1969, c. 751, s. 39; 1973, c. 469, ss. 36, 37; 1989, c. 265, s. 1; 2011-347, s. 1.)
NC Gen Stat § 55-13-40 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 13 - Appraisal Rights.|§ 55-13-40 - Other remedies limited.

 55-13-40. Other remedies limited.(a) The legality of a proposed or completed corporate action described in G.S. 55-13-02(a) may not be contested, nor may the corporate action be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.(b) Subsection (a) of this section does not apply to a corporate action that:(1) Was not authorized and approved in accordance with the applicable provisions of any of the following:a. Article 9, 9A, 10, 11, 11A, or 12 of this Chapter.b. The articles of incorporation or bylaws.c. The resolution of the board of directors authorizing the corporate action.(2) Was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading.(3) Constitutes an interested transaction, unless it has been authorized, approved, or ratified by either (i) the board of directors or a committee of the board or (ii) the shareholders, in the same manner as is provided in G.S. 55-8-31(a)(1) and (c) or in G.S. 55-8-31(a)(2) and (d), as if the interested transaction were a director's conflict of interest transaction.(4) Was approved by less than unanimous consent of the voting shareholders pursuant to G.S. 55-7-04, provided that both of the following are true:a. The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected.b. The proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.  (2011-347, s. 1.)
NC Gen Stat § 55-14-01 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 14 - Dissolution.|§ 55-14-01 - Dissolution by incorporators or directors.

 55-14-01. Dissolution by incorporators or directors.(a) The board of directors or, if the corporation has no directors, a majority of the incorporators of a corporation that has not issued shares may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:(1) The name of the corporation;(1a) The names and addresses of its officers, if any;(1b) The names and addresses of its directors, if any, or if none, the names and addresses of its incorporators;(2) The date of its incorporation;(3) That none of the corporation's shares has been issued;(4) That no debt of the corporation remains unpaid;(5) Reserved for future codification purposes; and(6) That a majority of the incorporators or the board of directors authorized the dissolution.(b) A corporation is dissolved upon the effective date of its articles of dissolution. (1955, c. 1371, s. 1; 1959, c. 1316, s. 261/2; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.19.)
NC Gen Stat § 55-14-02 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 14 - Dissolution.|§ 55-14-02 - Dissolution by board of directors and shareholders.

 55-14-02. Dissolution by board of directors and shareholders.(a) A corporation's board of directors may propose dissolution for submission to the shareholders.(b) The following requirements shall be met for a proposal to dissolve to be adopted:(1) The board of directors shall recommend to the shareholders that the proposal to dissolve be approved unless one of the following circumstances exist, in which event the board of directors shall communicate the basis for not recommending approval of the proposal to dissolve to the shareholders at the time it submits the proposal to dissolve to the shareholders:a. The board of directors determines that, because of conflict of interest or other special circumstances, it should not make a recommendation that the shareholders approve the proposal to dissolve.b. G.S. 55-8-26 applies.(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e).(c) The board of directors may condition its submission of the proposal for dissolution on any basis.(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with G.S. 55-7-05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.(e) Unless the articles of incorporation, a bylaw adopted by the shareholders, or the board of directors (acting pursuant to subsection (c)) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal.  (1901, c. 2, s. 34; Rev., s. 1195; C.S., s. 1182; 1941, c. 195; G.S., s. 55-121; 1951, c. 1005, s. 4; 1955, c. 1371, s. 1; 1989, c. 265, s. 1; 2013-153, s. 14.)
NC Gen Stat § 55-14-03 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 14 - Dissolution.|§ 55-14-03 - Articles of dissolution.

 55-14-03. Articles of dissolution.(a) At any time after dissolution is authorized pursuant to G.S. 55-14-02, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:(1) The name of the corporation;(1a) The names and addresses of its officers;(1b) The names and addresses of its directors;(2) The date dissolution was authorized;(3) A statement that shareholder approval was obtained as required by this Chapter.(4) Repealed by Session Laws 1991, c. 645, s. 10(c).(b) A corporation is dissolved upon the effective date of its articles of dissolution.(c) For purposes of this Chapter, a dissolved corporation is a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of a liquidation. (1901, c. 2, s. 34; Rev., s. 1195; C.S., s. 1182; 1941, c. 195; G.S., s. 55-121; 1951, c. 1005, s. 4; 1955, c. 1371, s. 1; 1989, c. 265, s. 1; 1991, c. 645, s. 10(c); 2005-268, s. 31.)
NC Gen Stat § 55-14-04 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 14 - Dissolution.|§ 55-14-04 - Revocation of dissolution.

 55-14-04. Revocation of dissolution.(a) A corporation may revoke its dissolution within 120 days after its effective date.(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless an authorization under G.S. 55-14-02 permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:(1) The name of the corporation;(2) The effective date of the dissolution that was revoked;(3) The date that the revocation of dissolution was authorized;(4) If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;(5) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and(6) If shareholder action was required to revoke the dissolution, the information required by G.S. 55-14-03(a)(3) or (4) with respect to the revocation.(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred, subject to the rights of any person who reasonably relied to his prejudice upon the filing of the articles of dissolution. (1955, c. 1371, s. 1; 1989, c. 265, s. 1.)
NC Gen Stat § 55-14-05 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 14 - Dissolution.|§ 55-14-05 - Effect of dissolution.

 55-14-05. Effect of dissolution.(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:(1) Collecting its assets;(2) Disposing of its properties that will not be distributed in kind to its shareholders;(3) Discharging or making provision for discharging its liabilities;(4) Distributing its remaining property among its shareholders according to their interests; and(5) Doing every other act necessary to wind up and liquidate its business and affairs.(b) Dissolution of a corporation does not:(1) Transfer title to the corporation's property;(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;(3) Subject its directors or officers to standards of conduct different from those prescribed in Article 8;(4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or(7) Terminate the authority of the registered agent of the corporation.(c) After the end of the tax year in which dissolution occurs, a dissolved corporation is not subject to the annual franchise tax unless it engages in business activities not appropriate to winding up and liquidating its business and affairs as permitted by subsection (a). (1955, c. 1371, s. 1; 1973, c. 469, ss. 39, 40, c. 476, s. 193; 1989, c. 265, s. 1.)
NC Gen Stat § 55-14-06 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 14 - Dissolution.|§ 55-14-06 - Known claims against dissolved corporation.

 55-14-06. Known claims against dissolved corporation.(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:(1) Describe information that must be included in a claim;(2) Provide a mailing address where a claim may be sent;(3) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and(4) State that the claim will be barred if not received by the deadline.(c) A claim against the dissolved corporation is barred:(1) If the corporation does not receive the claim by the deadline from a claimant who received written notice under subsection (b); or(2) If a claimant whose claim was rejected by written notice from the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the date of receipt of the rejection notice.(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. (1955, c. 1371, s. 1; 1973, c. 469, ss. 39, 40, c. 476, s. 193; 1989, c. 265, s. 1.)
NC Gen Stat § 55-14-07 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 14 - Dissolution.|§ 55-14-07 - Unknown and certain other claims against dissolved corporation.

 55-14-07. Unknown and certain other claims against dissolved corporation.(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.(b) The notice must:(1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this State, its registered office) is or was last located;(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and(3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:(1) A claimant who did not receive written notice under G.S. 55-14-06;(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on;(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (1955, c. 1371, s. 1; 1973, c. 469, ss. 39, 40, c. 476, s. 193; 1989, c. 265, s. 1.)