reglab/statecodes huggingface dataset:
2023 North Carolina General Statutes › Chapter 54C - Savings Banks › Article 10 - Savings Bank Interstate Branches. › § 54C-201 - Establishment of branches by out-of-state savings banks.

§ 54C-201. Establishment of branches by out-of-state savings banks.
Any out-of-state savings bank that meets the requirements of this Article may establish a branch within North Carolina either by (i) de novo entry; (ii) the purchase of an existing branch; (iii) the purchase of all or substantially all of the assets of a State savings bank located in North Carolina; or (iv) merger or consolidation. (1993, c. 191, s. 3.)
2023 North Carolina General Statutes › Chapter 54C - Savings Banks › Article 10 - Savings Bank Interstate Branches. › § 54C-202 - Application requirements.

§ 54C-202. Application requirements.
(a) Any out-of-state savings bank desiring to establish a branch office under this Article shall file with the Commissioner of Banks a written application meeting the following requirements:
(1) The out-of-state savings bank shall agree to comply with all the applicable rules and regulations, and informational filing requirements contained in the laws and rules of this State that would apply to a State savings bank engaging in an equivalent form of transaction. Additionally, the Commissioner of Banks shall apply the same standards of approval to the application of the out-of-state savings bank as would apply to an application by a State savings bank for an equivalent form of transaction.
(2) The out-of-state savings bank shall provide the Commissioner of Banks, in the manner prescribed by the Commissioner of Banks, with such additional information as the Commissioner of Banks deems necessary, to fully evaluate the application.
(3) The out-of-state savings bank shall pay an application fee established by the Commissioner of Banks pursuant to G.S. 54C-9.
(4) The out-of-state savings bank shall not commence operations of the branch office until it has received the written approval of the Commissioner of Banks.
(b) The Commissioner of Banks shall act on the application within 90 days of receipt of the completed application. (1993, c. 191, s. 3; 2001-193, s. 16.)
2023 North Carolina General Statutes › Chapter 54C - Savings Banks › Article 10 - Savings Bank Interstate Branches. › § 54C-203 - Conditions for approval.

§ 54C-203. Conditions for approval.
No application by an out-of-state savings bank received under this Article may be finally approved by the Commissioner of Banks unless:
(1) The Commissioner of Banks has received in writing approval of the proposed transaction from the supervisor of the out-of-state savings bank;
(2) The supervisor of the out-of-state savings bank agrees in writing to share with the Commissioner of Banks examination reports prepared by the supervisor and any other information deemed necessary by the Commissioner of Banks regarding the out-of-state savings bank;
(3) The out-of-state savings bank agrees in writing to make available to the Commissioner of Banks all information that may be required to effectively examine the savings bank;
(4) The out-of-state savings bank agrees in writing that so long as it maintains a branch in North Carolina, it will meet the conditions set forth in this Article and comply with all applicable North Carolina laws and any rules issued thereunder, as well as any orders or directives issued to the savings bank by the Commissioner of Banks;
(5) The home state of the out-of-state savings bank permits savings banks chartered under the laws of this State to establish branches within its border; and
(6) The out-of-state savings bank designates and files with the Office of the Secretary of State a document appointing an agent in this State to receive service of judicial process. (1993, c. 191, s. 3; 2001-193, s. 16.)
2023 North Carolina General Statutes › Chapter 54C - Savings Banks › Article 10 - Savings Bank Interstate Branches. › § 54C-204 - Special conditions.

§ 54C-204. Special conditions.
(a) The Commissioner of Banks may require an out-of-state savings bank to designate one of its branches in North Carolina as a "headquarters branch" and may, by rule, require that reports, books, and records required of savings banks doing business under this Article be available at the designated headquarters branch.
(b) Once an out-of-state savings bank has established at least one branch in North Carolina pursuant to this Article, subsequent applications to establish additional branches shall be considered on the same basis as an application of a State savings bank to establish an additional branch pursuant to G.S. 54C-23.
(c) If an out-of-state savings bank establishes a branch or branches by merger with or purchase from a savings bank located in this State, and the out-of-state savings bank and the savings bank located in this State are both owned by the same holding company, any conditions, limitations, or restrictions placed on the holding company, pursuant to Article 9 of this Chapter, shall continue to apply to both the acquiring out-of-state savings bank and its holding company. (1993, c. 191, s. 3; 2001-193, s. 16.)
2023 North Carolina General Statutes › Chapter 54C - Savings Banks › Article 10 - Savings Bank Interstate Branches. › § 54C-205 - Powers.

§ 54C-205. Powers.
An out-of-state savings bank that establishes a branch in North Carolina may engage in all the activities authorized by North Carolina law for a State savings bank except to the extent that such activities have been expressly prohibited by the state supervisor of the out-of-state savings bank or the laws of the out-of-state savings bank's home state. (1993, c. 191, s. 3.)
2023 North Carolina General Statutes › Chapter 54C - Savings Banks › Article 10 - Savings Bank Interstate Branches. › § 54C-206 - Establishment of out-of-state branches by State savings banks.

§ 54C-206. Establishment of out-of-state branches by State savings banks.
With the prior consent of the Commissioner of Banks, any savings bank chartered under the laws of North Carolina may establish a branch in any other state in accordance with the laws of such other state. (1993, c. 191, s. 3; 2001-193, s. 16.)
2023 North Carolina General Statutes › Chapter 54C - Savings Banks › Article 10 - Savings Bank Interstate Branches. › § 54C-207 - Regulatory and supervisory oversight.

§ 54C-207. Regulatory and supervisory oversight.
(a) The Commissioner of Banks may enter into such agreements as necessary regarding the scope, timing, coordination, and frequency of examinations and other supervisory matters, including the sharing of information gathered in such examinations, with other supervisors and federal savings bank regulators. This authority applies to both out-of-state savings banks and their holding companies.
(b) The Commissioner of Banks may require periodic reports on the financial condition of any out-of-state savings bank or its holding company that maintains a branch within North Carolina and may from time to time require from any such out-of-state savings banks other reports under oath in such scope and detail as the Commissioner of Banks may reasonably determine to be necessary for the purpose of assuring continuing compliance with the provisions of this Article.
(c) The Commissioner of Banks may, if necessary, conduct full-scope, on-site examinations of any branch established pursuant to this Article.
(d) Out-of-state savings banks shall be assessed and required to pay supervisory and examination fees in accordance with G.S. 54C-55 and the rules issued thereunder. (1993, c. 191, s. 3; 2001-193, s. 16.)
2023 North Carolina General Statutes › Chapter 54C - Savings Banks › Article 10 - Savings Bank Interstate Branches. › § 54C-208 - Enforcement.

§ 54C-208. Enforcement.
(a) Any enforcement authority available to the Commissioner of Banks for use against a State savings bank may, subject to the provisions of Chapter 150B of the General Statutes, be used against a branch established under this Article and against the out-of-state savings bank or its parent holding company establishing such branch.
(b) The Commissioner of Banks may suspend or revoke the authority of an out-of-state savings bank to establish or maintain a branch in North Carolina upon a finding of fact or condition or circumstance that is grounds for denial of an application to establish and maintain a branch under this Article.
(c) The Commissioner of Banks may enforce the provisions of this Article through an action in any court of North Carolina or any other state or any court of the United States as provided in G.S. 54C-76, 54C-77, 54C-78, and 54C-79 for the purpose of obtaining an appropriate remedy for violation of any provisions of this Article.
(d) The Commissioner of Banks may enter into joint actions with other supervisors or federal savings banking regulators, or both, having concurrent jurisdiction over any out-of-state savings bank that has a branch in North Carolina or over any State savings bank that has a branch in another state, or may take such action independently to carry out the Commissioner of Banks' responsibilities under this Article and assure compliance with the provisions of this Article and the applicable savings banking laws of this State. (1993, c. 191, s. 3; 2001-193, s. 16.)
2023 North Carolina General Statutes › Chapter 54C - Savings Banks › Article 10 - Savings Bank Interstate Branches. › § 54C-209 - Branch closings.

§ 54C-209. Branch closings.
An out-of-state savings bank that is subject to an order or written agreement revoking its authority to establish or maintain a branch in North Carolina and any State savings bank that is subject to an order or written agreement revoking its authority to establish or maintain a branch in another state shall wind up the business of that branch in an orderly manner that protects the depositors, customers, and creditors of the branch, and that complies with all North Carolina laws and all other applicable laws regarding the closing of the branch. (1993, c. 191, s. 3.)
2023 North Carolina General Statutes › Chapter 54C - Savings Banks › Article 10 - Savings Bank Interstate Branches. › § 54C-211 - Appeal of Commissioner of Banks' decision.

§ 54C-211. Appeal of Commissioner of Banks' decision.
Any aggrieved party in a proceeding under this Article may, within 30 days after final decision of the Commissioner of Banks, appeal such decision to the Commission. The Commission, within 30 days of receipt of the notice of appeal, shall approve, disapprove, or modify the Commissioner of Banks' decision. Failure of the Commission to act within 30 days of receipt of notice of appeal shall constitute a final decision of the Commission approving the decision of the Commissioner of Banks. Notwithstanding any other provision of law, any aggrieved party to a decision of the Commission shall be entitled to an appeal pursuant to G.S. 54C-16. (1993, c. 191, s. 3; 2001-193, s. 16.)
2023 North Carolina General Statutes › Chapter 54C - Savings Banks › Article 10 - Savings Bank Interstate Branches. › § 54C-212 - Severability.

§ 54C-212. Severability.
If any provision of this Article or the application of such provision to any persons or circumstances is found invalid, the remainder of this Article and its application to persons or circumstances other than those as to which it is held invalid, shall not be affected. (1993, c. 191, s. 3.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-01 - Short title.

§ 55-1-01. Short title.
This Chapter shall be known and may be cited as the "North Carolina Business Corporation Act". (1955, c. 1371, s. 1; 1989, c. 265, s. 1.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-02 - Reservation of power to amend or repeal.

§ 55-1-02. Reservation of power to amend or repeal.
The General Assembly has power to amend or repeal all or part of this Chapter at any time and all domestic and foreign corporations subject to this Chapter are governed by the amendment or repeal. (1901, c. 2, s. 7; Rev., s. 1136; C.S., s. 1135; G.S. 55-36; 1955, c. 1371, s. 1; 1989, c. 265, s. 1.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-20 - Filing requirements.

§ 55-1-20. Filing requirements.
(a) A document required or permitted by this Chapter to be filed by the Secretary of State must be filed under Chapter 55D of the General Statutes.
(b) A document submitted on behalf of a domestic or foreign corporation must be executed:
(1) By the chair of its board of directors, by its president, or by another of its officers;
(2) If directors have not been selected or the corporation has not been formed, by an incorporator; or
(3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(c) through (i). Reserved.
(j) Repealed by Session Laws 2002-159, s. 15 effective October 11, 2002. (1955, c. 1371, s. 1; 1967, c. 13, s. 1; c. 823, s. 16; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.1(a); 1991, c. 645, s. 15; 1999-369, s. 1.1; 2001-358, ss. 3(a), 6(a); 2001-387, ss. 1, 155, 173; 2001-413, s. 6; 2002-159, s. 15.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-21 - Forms.

§ 55-1-21. Forms.
(a) The Secretary of State may promulgate and furnish on request forms for the following:
(1) An application for a certificate of existence.
(2) A foreign corporation's application for a certificate of authority to transact business in this State.
(3) A foreign corporation's application for a certificate of withdrawal.
(4) Repealed by Session Laws 1997-475, s. 6.2.
If the Secretary of State so requires, use of these forms is mandatory.
(b) The Secretary of State may promulgate and furnish on request forms for other documents required or permitted to be filed by this Chapter but their use is not mandatory. (1955, c. 1371, s. 1; 1989, c. 265, s. 1; 1997-475, s. 6.2.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-22.1 - through 55-1-27Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s3(b).

§§ 55-1-22.1 through 55-1-27: Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s. 3(b).
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-22.2 - 55-1-22.1 through 55-1-27Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s3(b).

§§ 55-1-22.1 through 55-1-27: Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s. 3(b).
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-23 - 55-1-22.1 through 55-1-27Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s3(b).

§§ 55-1-22.1 through 55-1-27: Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s. 3(b).
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-24 - 55-1-22.1 through 55-1-27Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s3(b).

§§ 55-1-22.1 through 55-1-27: Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s. 3(b).
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-25 - 55-1-22.1 through 55-1-27Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s3(b).

§§ 55-1-22.1 through 55-1-27: Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s. 3(b).
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-26 - 55-1-22.1 through 55-1-27Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s3(b).

§§ 55-1-22.1 through 55-1-27: Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s. 3(b).
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-27 - 55-1-22.1 through Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s3(b).

§§ 55-1-22.1 through 55-1-27: Transferred to §§ 55D-11 through 55D-17 by Session Laws 2001-358, s. 3(b).
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-28 - Certificate of existence.

§ 55-1-28. Certificate of existence.
(a) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.
(b) A certificate of existence or authorization sets forth:
(1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this State;
(2) That (i) the domestic corporation is duly incorporated under the law of this State, the date of its incorporation, and the period of its duration if less than perpetual; or (ii) that the foreign corporation is authorized to transact business in this State;
(3) That the articles of incorporation of a domestic corporation or the certificate of authority of a foreign corporation has not been suspended for failure to comply with the Revenue Act of this State and that the corporation has not been administratively dissolved for failure to comply with the provisions of this Chapter;
(4) That its most recent annual report required by G.S. 55-16-22 either has been delivered to the Secretary of State or is not delinquent;
(5) That articles of dissolution have not been filed; and
(6) Other facts of record in the office of the Secretary of State that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this State. (1955, c. 1371, s. 1; 1989, c. 265, s. 1; 1991, c. 645, s. 1; 1997-475, s. 6.3.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-30 - Powers.

§ 55-1-30. Powers.
The Secretary of State has the power reasonably necessary to perform the duties required of him by this Chapter. (1955, c. 1371, s. 1; 1989, c. 265, s. 1.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-31 - Interrogatories by Secretary of State.

§ 55-1-31. Interrogatories by Secretary of State.
The Secretary of State may propound to any corporation, domestic or foreign which he has reason to believe is subject to the provisions of this Chapter, and to any officer or director thereof, such written interrogatories as may be reasonably necessary and proper to enable him to ascertain whether such corporation is subject to the provisions of this Chapter or has complied with all the provisions of this Chapter applicable to it. Subject to applicable jurisdictional requirements, such interrogatories shall be answered within 30 days after the mailing therefor, or within such additional time as shall be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. If such interrogatories be directed to an individual they shall be answered by him, and if directed to a corporation they shall be answered by the president, vice-president, secretary or assistant secretary thereof. The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of this Chapter, requiring or permitting action by the Attorney General. (1955, c. 1371, s. 1; 1989, c. 265, s. 1.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-32 - Penalties imposed upon corporations, officers, and directors for failure to answer interrogatories.

§ 55-1-32. Penalties imposed upon corporations, officers, and directors for failure to answer interrogatories.
(a) The knowing failure or refusal of a domestic or foreign corporation to answer truthfully and fully within the time prescribed in this Chapter interrogatories propounded by the Secretary of State in accordance with the provisions of this Chapter shall constitute grounds for administrative dissolution under G.S. 55-14-20 or for revocation under G.S. 55-15-30, as the case may be.
(b) Each officer and director of a domestic or foreign corporation who knowingly fails or refuses within the time prescribed by this Chapter to answer truthfully and fully interrogatories propounded to him by the Secretary of State in accordance with the provisions of this Chapter shall be guilty of a Class 1 misdemeanor. (1955, c. 1371, s. 1; 1989, c. 265, s. 1; 1993, c. 539, s. 440, c. 552, s. 3; 1994, Ex. Sess., c. 24, s. 14(c).)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-33 - Information disclosed by interrogatories.

§ 55-1-33. Information disclosed by interrogatories.
Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection nor shall the Secretary of State disclose any facts or information obtained therefrom except insofar as his official duty may require the same to be made public or in the event such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action or proceedings by this State. (1955, c. 1371, s. 1; 1989, c. 265, s. 1.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-41 - Notice.

§ 55-1-41. Notice.
(a) Notice under this Chapter shall be in writing unless oral notice is authorized in the corporation's articles of incorporation or bylaws and written notice is not specifically required by this Chapter.
(b) Notice may be communicated in person; by electronic means; or by mail or private carrier. If these forms of personal notice are impracticable as to one or more persons, notice may be communicated to such persons by publishing notice in a newspaper in the county wherein the corporation has its principal place of business in the State, or if it has no principal place of business in the State, the county wherein it has its registered office; or by radio, television, or other form of public broadcast communication.
(c) Written notice by a domestic or foreign corporation to its shareholder is effective when deposited in the United States mail with postage thereon prepaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders. To the extent the corporation pursuant to G.S. 55-1-50 and the shareholder have agreed, notice by a domestic corporation to its shareholder in the form of an electronic record sent by electronic means is effective when it is sent as provided in G.S. 66-325. A shareholder may terminate any such agreement at any time on a prospective basis effective upon written notice of termination to the corporation or upon such later date as may be specified in the notice.
(d) Written notice to a domestic or foreign corporation (authorized to transact business in this State) may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report on file in the office of the Secretary of State or, in the case of a domestic or foreign corporation that has not yet filed an annual report, in its articles of incorporation or application for a certificate of authority, respectively.
(e) Except as provided in subsection (c), written notice is effective at the earliest of the following:
(1) When received;
(2) Five days after its deposit in the United States mail, as evidenced by the postmark or otherwise, if mailed with at least first-class postage thereon prepaid and correctly addressed;
(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
In the case of notice in the form of an electronic record sent by electronic means, the time of receipt shall be determined as provided in G.S. 66-325.
(f) Oral notice is effective when actually communicated to the person entitled thereto.
(g) If this Chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements not inconsistent with this section or other provisions of this Chapter, those requirements govern. (1989, c. 265, s. 1; 1993, c. 552, s. 5; 2001-387, s. 6.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-42 - Number of shareholders.

§ 55-1-42. Number of shareholders.
(a) For purposes of this Chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:
(1) All co-owners of the same shares;
(2) A corporation, partnership, trust, estate, or other entity;
(3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(b) For purposes of this Chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person. (1989, c. 265, s. 1.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-50 - Electronic transactions.

§ 55-1-50. Electronic transactions.
For purposes of applying Article 40 of Chapter 66 of the General Statutes to transactions under this Chapter, a corporation may agree to conduct a transaction by electronic means through provision in its articles of incorporation or bylaws or by action of its board of directors. (2001-387, s. 7.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-61 - Defective corporate actions.

§ 55-1-61. Defective corporate actions.
(a) A defective corporate action is not void or voidable if ratified in accordance with G.S. 55-1-62 or validated in accordance with G.S. 55-1-67.
(b) Ratification under G.S. 55-1-62 or validation under G.S. 55-1-67 is not the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with this Part does not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, nor does it create a presumption that the corporate action is or was a defective corporate action or void or voidable.
(c) In the case of an over issue, putative shares shall be valid shares effective as of the date originally issued or purportedly issued upon either of the following:
(1) The effectiveness under this Part and under Article 10 of this Chapter of an amendment to the articles of incorporation authorizing, designating, or creating the shares.
(2) The effectiveness of any other corporate action under this Part ratifying the authorization, designation, or creation of the shares. (2018-45, s. 3.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-62 - Ratification of defective corporate actions.

§ 55-1-62. Ratification of defective corporate actions.
(a) Except as otherwise provided in subsection (b) of this section, the board of directors shall ratify a defective corporate action by taking action in accordance with G.S. 55-1-63 that states all of the following:
(1) The defective corporate action to be ratified and, if the defective corporate action involved the issuance of putative shares, the number and type of putative shares purportedly issued.
(2) The date of the defective corporate action.
(3) The nature of the failure of authorization with respect to the defective corporate action to be ratified.
(4) That the board of directors approves the ratification of the defective corporate action.
(b) In the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under G.S. 55-2-05(a)(2), a majority of the persons who, at the time of the ratification, are exercising the powers of directors may take an action that states all of the following:
(1) The name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation.
(2) The earlier of the date on which the person or persons identified under subdivision (1) of this subsection first took the action or were purported to have been elected as the initial board of directors.
(3) That the ratification of the election of the person or persons identified under subdivision (1) of this subsection as the initial board of directors is approved.
(c) If any provision of this Chapter, the articles of incorporation or bylaws, any corporate resolution, or any plan or agreement to which the corporation is a party in effect at the time action under subsection (a) of this section is taken, requires shareholder approval or would have required shareholder approval at the date of the occurrence of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection (a) of this section shall be submitted to the shareholders for approval in accordance with G.S. 55-1-63.
(d) Unless otherwise provided in the action taken by the board of directors under subsection (a) of this section, after the action by the board of directors has been taken and, if required, approved by the shareholders, the board of directors may abandon the ratification at any time prior to the validation effective time without further action of the shareholders. (2018-45, s. 3.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-64 - Notice requirements.

§ 55-1-64. Notice requirements.
(a) Unless shareholder approval is required under G.S. 55-1-62(c), prompt notice of an action taken under G.S. 55-1-62 shall be given to each holder of valid and putative shares, whether or not entitled to vote, as of (i) the date of the action by the board of directors and (ii) the date of the defective corporate action ratified, provided that notice shall not be required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.
(b) The notice required under subsection (a) of this section shall contain (i) a copy of the action taken by the board of directors in accordance with subsection (a) or (b) of G.S. 55-1-62 or (ii) the information required by subdivisions (1) through (4) of subsection (a) of G.S. 55-1-62 or subdivisions (1) through (3) of subsection (b) of G.S. 55-1-62, as applicable. The notice shall also include a statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of the defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.
(c) No notice under this section is required with respect to any action required to be submitted to shareholders for approval under G.S. 55-1-62(c) if notice is given in accordance with G.S. 55-1-63(b).
(d) A notice required by this section may be given in any manner permitted by G.S. 55-1-41 and, for any public corporation, may be given by means of a filing or furnishing of the notice with the Securities and Exchange Commission which becomes publicly accessible on the Web site of the Securities and Exchange Commission approximately contemporaneously with the filing or furnishing. (2018-45, s. 3.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-65 - Effect of ratification.

§ 55-1-65. Effect of ratification.
Ratification in accordance with this Part shall have the following effects from and after the validation effective time, and without regard to the 120-day period during which a claim may be brought under G.S. 55-1-67:
(1) Each defective corporate action ratified in accordance with G.S. 55-1-62 is not void or voidable as a result of the failure of authorization identified in the action taken under subsection (a) or (b) of G.S. 55-1-62 and is a valid corporate action effective as of the date of the defective corporate action.
(2) The issuance of each putative share or fraction of a putative share purportedly issued pursuant to a defective corporate action identified in the action taken under G.S. 55-1-62 is not void or voidable, and the putative share or fraction of the putative share is an identical share or fraction of a valid share as of the time it was purportedly issued.
(3) Any corporate action taken subsequent to the defective corporate action ratified in accordance with this Part in reliance on the defective corporate action having been validly effected and any subsequent defective corporate action resulting directly or indirectly from the original defective corporate action shall be valid as of the time taken. (2018-45, s. 3.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 1 - General Provisions. › § 55-1-67 - Judicial proceedings regarding validity of corporate actions.

§ 55-1-67. Judicial proceedings regarding validity of corporate actions.
(a) Upon application to the Superior Court Division of the General Court of Justice by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner of the corporation, including any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under G.S. 55-1-62, or any other person claiming to be substantially and adversely affected by a ratification under G.S. 55-1-62, the appropriate court of the county where the corporation's principal office, or, if none, its registered office, in this State is located, or, if the legal action is designated a mandatory complex business case pursuant to G.S. 7A-45.4, the Business Court, may do all of the following:
(1) Determine the validity and effectiveness of any corporate action or defective corporate action.
(2) Determine the validity and effectiveness of any ratification under G.S. 55-1-62.
(3) Determine the validity of any putative shares.
(b) In connection with an action under this section, the court may make findings or orders and take into account any factors or considerations that it deems proper under the circumstances.
(c) Service of process of the application under subsection (a) of this section on the corporation may be made in any manner provided by State law or by rule of the applicable court for service on the corporation, and no other party need be joined in order for the court to adjudicate the matter. In an action filed by the corporation, the court may require that notice of the action be provided to other persons specified by the court and permit the other persons to intervene in the action.
(d) Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any defective corporate action and any putative shares issued as a result of the defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days of the validation effective time. (2018-45, s. 3.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 2 - Incorporation. › § 55-2-01 - Incorporators.

§ 55-2-01. Incorporators.
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. (Code, ss. 677, 678, 679, 682; 1885, cc. 19, 190; 1893, c. 318; 1897, c. 204; 1901, c. 2, ss. 8, 9; cc. 6, 41; 1903, c. 453; Rev., ss. 1137, 1139; C.S., s. 1114; 1945, c. 635; G.S., ss. 55-2, 55-3; 1951, c. 265, s. 1; 1955, c. 1371, s. 1; 1969, c. 751, s. 1; 1971, c. 1231, s. 1; 1989, c. 265, s. 1.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 2 - Incorporation. › § 55-2-03 - Incorporation.

§ 55-2-03. Incorporation.
(a) Corporate existence begins when the articles of incorporation become effective.
(b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation.
(c) No provision in this Chapter or any prior act shall be construed to require that a corporation have more than one shareholder. (1901, c. 2, s. 10; Rev., s. 1140; C.S., s. 1116; G.S., s. 55-4; 1955, c. 1371, s. 1; 1957, c. 550, ss. 2, 3; 1967, c. 13, s. 3; 1989, c. 265, s. 1; 2001-387, s. 10.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 2 - Incorporation. › § 55-2-05 - Organization of corporation.

§ 55-2-05. Organization of corporation.
(a) After incorporation:
(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) to elect directors and complete the organization of the corporation; or (ii) to elect a board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by this Chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. If the incorporators act at a meeting, the notice and procedural provisions of G.S. 55-8-22, 55-8-23, and 55-8-24 shall apply.
(c) An organizational meeting may be held in or out of this State. (Code, s. 665; 1901, c. 2, s. 18; Rev., s. 1142; C.S., s. 1118; G.S., s. 55-6; 1955, c. 1371, s. 1; 1969, c. 751, s. 3; 1989, c. 265, s. 1.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 2 - Incorporation. › § 55-2-06 - Bylaws.

§ 55-2-06. Bylaws.
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation. (1955, c. 1371, s. 1; 1959, c. 1316, ss. 2, 3; 1973, c. 469, s. 4; 1989, c. 265, s. 1.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 2 - Incorporation. › § 55-2-07 - Emergency bylaws.

§ 55-2-07. Emergency bylaws.
(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(1) Procedures for calling a meeting of the board of directors;
(2) Quorum requirements for the meeting; and
(3) Designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and the fact that the action was taken by special procedures may not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. (1989, c. 265, s. 1.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 3 - Purposes and Powers. › § 55-3-01 - Purposes.

§ 55-3-01. Purposes.
(a) Every corporation incorporated under this Chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in its articles of incorporation.
(b) A corporation engaging in a business that is subject to regulation under another statute of this State may incorporate under this Chapter only if permitted by, and subject to all limitations of, the other statute. (1955, c. 1371, s. 1; 1989, c. 265, s. 1.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 3 - Purposes and Powers. › § 55-3-03 - Emergency powers.

§ 55-3-03. Emergency powers.
(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:
(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:
(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation binds the corporation and the fact that said action is taken by special procedures may not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. (1989, c. 265, s. 1.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 3 - Purposes and Powers. › § 55-3-04 - Ultra vires.

§ 55-3-04. Ultra vires.
(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged:
(1) In a proceeding by a shareholder against the corporation to enjoin the act;
(2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3) In a proceeding by the Attorney General under G.S. 55-14-30.
(c) In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act. (Code, ss. 607, 686; 1901, c. 2, s. 107; Rev., s. 1197; C.S., s. 1143; G.S., 55-47; 1955, c. 1371, s. 1; 1989, c. 265, s. 1.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 3 - Purposes and Powers. › § 55-3-05 - Exercise of corporate franchises not granted.

§ 55-3-05. Exercise of corporate franchises not granted.
The Attorney General may upon his own information or upon complaint of a private party bring an action in the name of the State to restrain any person from exercising corporate franchises not granted. (Code, ss. 607, 686; 1901, c. 2, s. 107; Rev., s. 1197; C.S., s. 1143; G.S., s. 55-47(2); 1955, c. 1371, s. 1; 1989, c. 265, s. 1.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 4 - Name. › § 55-4-01 - through 55-4-05Transferred to §§ 55D-20 through 55D-27 by Session Laws 2001-358, ss14(a) and 14(b).

Article 4.
Name.
§§ 55-4-01 through 55-4-05: Transferred to §§ 55D-20 through 55D-27 by Session Laws 2001-358, ss. 14(a) and 14(b).
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 4 - Name. › § 55-4-02 - 55-4-01 through 55-4-05Transferred to §§ 55D-20 through 55D-27 by Session Laws 2001-358, ss14(a) and 14(b).

Article 4.
Name.
§§ 55-4-01 through 55-4-05: Transferred to §§ 55D-20 through 55D-27 by Session Laws 2001-358, ss. 14(a) and 14(b).
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 4 - Name. › § 55-4-03 - 55-4-01 through 55-4-05Transferred to §§ 55D-20 through 55D-27 by Session Laws 2001-358, ss14(a) and 14(b).

Article 4.
Name.
§§ 55-4-01 through 55-4-05: Transferred to §§ 55D-20 through 55D-27 by Session Laws 2001-358, ss. 14(a) and 14(b).
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 4 - Name. › § 55-4-04 - 55-4-01 through 55-4-05Transferred to §§ 55D-20 through 55D-27 by Session Laws 2001-358, ss14(a) and 14(b).

Article 4.
Name.
§§ 55-4-01 through 55-4-05: Transferred to §§ 55D-20 through 55D-27 by Session Laws 2001-358, ss. 14(a) and 14(b).
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 4 - Name. › § 55-4-05 - 55-4-01 through Transferred to §§ 55D-20 through 55D-27 by Session Laws 2001-358, ss14(a) and 14(b).

Article 4.
Name.
§§ 55-4-01 through 55-4-05: Transferred to §§ 55D-20 through 55D-27 by Session Laws 2001-358, ss. 14(a) and 14(b).
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 5 - Office and Agent. › § 55-5-01 - Registered office and registered agent.

§ 55-5-01. Registered office and registered agent.
Each corporation must maintain a registered office and registered agent as required by Article 4 of Chapter 55D of the General Statutes and is subject to service on the Secretary of State under that Article. (1901, c. 5; Rev., s. 1243; C.S., s. 1137; 1937, c. 133, ss. 1-3; G.S., ss. 55-38, 55-39; 1955, c. 1371, s. 1; 1957, c. 979, s. 17; 1989, c. 265, s. 1; 2000-140, s. 101(a); 2001-358, ss. 44, 47(a); 2001-387, ss. 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 5 - Office and Agent. › § 55-5-02 - through 55-5-04Transferred to §§ 55D-31 through 55D-33 by Session Laws 2001-358, s44.

§§ 55-5-02 through 55-5-04: Transferred to §§ 55D-31 through 55D-33 by Session Laws 2001-358, s. 44.
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 5 - Office and Agent. › § 55-5-03 - 55-5-02 through 55-5-04Transferred to §§ 55D-31 through 55D-33 by Session Laws 2001-358, s44.

§§ 55-5-02 through 55-5-04: Transferred to §§ 55D-31 through 55D-33 by Session Laws 2001-358, s. 44.
2023 North Carolina General Statutes › Chapter 55 - North Carolina Business Corporation Act › Article 5 - Office and Agent. › § 55-5-04 - 55-5-02 through Transferred to §§ 55D-31 through 55D-33 by Session Laws 2001-358, s44.

§§ 55-5-02 through 55-5-04: Transferred to §§ 55D-31 through 55D-33 by Session Laws 2001-358, s. 44.