North Carolina § 55A-14-04 - Articles of dissolution.

§ 55A-14-04. Articles of dissolution.

At any time after dissolution is authorized pursuant to G.S. 55A-14-02, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth: The name of the corporation; The names and addresses of its officers; The names and addresses of its directors; The plan of dissolution as required by G.S. 55A-14-03; The date dissolution was authorized; If approval by members was not required, a statement to that effect and a statement that the plan of dissolution was approved by a sufficient vote of the board of directors; If approval by members was required, a statement that the plan of dissolution was approved as required by this Chapter; and If approval of dissolution by some person or persons other than the members or the board of directors is required pursuant to G.S. 55A-14-02(a)(3), a statement that the approval was obtained. A corporation is dissolved upon the effective date of its articles of dissolution. History (1955, c. 1230; 1973, c. 314, s. 7; 1993, c. 398, s. 1.) NORTH CAROLINA COMMENTARY This section differs from prior law in that the plan of dissolution required by G.S. 55A-14-03 must be set forth in the articles of dissolution and in that articles of dissolution are the only required filing. A corporation is dissolved on the effective date of its articles of dissolution. There is no filing comparable to the certificate of dissolution issued by the Secretary of State under former G.S. 55A-49. Articles of dissolution may be filed under this section at any time after dissolution is authorized. Under former G.S. 55A-48, articles of dissolution were filed only after all debts, liabilities and obligations of the corporation had been paid, or adequate provision made therefor, and after all of the remaining property and assets of the corporation had been transferred.