{"data":{"id":"us-nc/n.c.-gen.-stat.-55-14-02","jurisdiction":"us-nc","citation":"N.C. Gen. Stat. § 55-14-02","heading":"Dissolution by board of directors and shareholders.","body":"(a)\tA corporation's board of directors may propose dissolution for submission to the shareholders.\n(b)\tThe following requirements shall be met for a proposal to dissolve to be adopted:\n(1)\tThe 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:\na.\tThe 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.\nb.\tG.S. 55-8-26 applies.\n(2)\tThe shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e).\n(c)\tThe board of directors may condition its submission of the proposal for dissolution on any basis.\n(d)\tThe 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.\n(e)\tUnless 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.)","path":["Chapter 55. North Carolina Business Corporation Act.","Article 14. Dissolution.","Part 1. Voluntary Dissolution."],"source_url":"https://www.ncleg.gov/EnactedLegislation/Statutes/HTML/BySection/Chapter_55/GS_55-14-02.html","current_through":"S.L. 2026-30","vintage":"","retrieved_at":"2026-08-27T18:05:57Z","sha256":"7fe2e16ae80f161298574bfb86b083e75969bf1d89e2c7d122e099c5b4bf7a83","source_id":"us-nc","stale":false,"prev":"us-nc/n.c.-gen.-stat.-55-14-01","next":"us-nc/n.c.-gen.-stat.-55-14-03"},"notice":"GroundRules: Original legal text. Not legal advice."}