North Carolina § 55-12-01 - Disposition of assets not requiring shareholder approval and mortgage of assets.
Full text of North Carolina North Carolina General Statutes § 55-12-01 — Disposition of assets not requiring shareholder approval and mortgage of assets., with citation guidance and answers to common questions.
§ 55-12-01. Disposition of assets not requiring shareholder approval and mortgage of assets.
A mortgage of or other security interest in all or any part of the property of a corporation may be made by authority of the board of directors without approval of the shareholders, unless otherwise provided in the articles of incorporation or in bylaws adopted by the shareholders. Unless otherwise provided in the articles of incorporation or in bylaws adopted by the shareholders, a corporation may, on the terms and conditions and for the consideration determined by the board of directors, and without approval by the shareholders, do any of the following: Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business. Transfer any or all of its property to a corporation or an unincorporated entity all the shares or ownership interests of which are owned by the corporation. Sell, lease, exchange, or otherwise dispose of any of its property, not in the usual and regular course of business, if the sale, lease, exchange, or other disposition is of less than all, or substantially all, of the corporation's property. If the sale, lease, exchange, or other disposition would leave the corporation with a continuing business activity that represented at least twenty-five percent (25%) of total assets at the end of the most recently completed fiscal year and at least twenty-five percent (25%) of either (i) income from continuing operations before taxes or (ii) revenues from continuing operations for that fiscal year, in each case of the corporation and its subsidiaries on a consolidated basis, the sale, lease, exchange, or other disposition will conclusively be deemed to be of less than all, or substantially all, of the corporation's property. History (1925, c. 235; 1929, c. 269; 1939, c. 279; G.S., s. 55-26; 1955, c. 1371, s. 1; 1989, c. 265, s. 1; 2001-508, s. 1; 2013-153, s. 12.)
Source: official North Carolina text · Last verified 2026-08-27
Frequently Asked Questions About North Carolina § 55-12-01
What does North Carolina General Statutes § 55-12-01 cover?
Section 55-12-01 ("Disposition of assets not requiring shareholder approval and mortgage of assets.") is part of the North Carolina General Statutes, the codified statutory law of North Carolina. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite North Carolina § 55-12-01?
A common citation format is "North Carolina General Statutes § 55-12-01" (North Carolina). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of North Carolina law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the North Carolina official source linked on this page or consult a licensed North Carolina attorney.
How does North Carolina § 55-12-01 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in North Carolina can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in North Carolina.