North Carolina § 55A-14-05 - Revocation of dissolution.

§ 55A-14-05. Revocation of dissolution.

A corporation may revoke its dissolution authorized under G.S. 55A-14-02 within 120 days of its effective date. Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless an authorization under G.S. 55A-14-02 permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person. 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of its articles of dissolution, that set forth: The name of the corporation; The effective date of the dissolution that was revoked; The date that the revocation of dissolution was authorized; If the corporation's board of directors revoked the dissolution, a statement to that effect; If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and If member or third person action was required to revoke the dissolution, a statement that the action was taken as required. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. 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 activities 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. History (1955, c. 1230; 1993, c. 398, s. 1.) NORTH CAROLINA COMMENTARY Under former G.S. 55A-47, a corporation could revoke its dissolution at any time prior to the issuance of a certificate of dissolution by the Secretary of State. Since the provision for issuing a certificate of dissolution has not been brought forward, this section provides that any revocation must occur within 120 days after the effective date of its articles of dissolution.