{"data":{"id":"us-nc/n.c.-gen.-stat.-55-14-05","jurisdiction":"us-nc","citation":"N.C. Gen. Stat. § 55-14-05","heading":"Effect of dissolution.","body":"(a)\tA dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:\n(1)\tCollecting its assets;\n(2)\tDisposing of its properties that will not be distributed in kind to its shareholders;\n(3)\tDischarging or making provision for discharging its liabilities;\n(4)\tDistributing its remaining property among its shareholders according to their interests; and\n(5)\tDoing every other act necessary to wind up and liquidate its business and affairs.\n(b)\tDissolution of a corporation does not:\n(1)\tTransfer title to the corporation's property;\n(2)\tPrevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;\n(3)\tSubject its directors or officers to standards of conduct different from those prescribed in Article 8;\n(4)\tChange quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;\n(5)\tPrevent commencement of a proceeding by or against the corporation in its corporate name;\n(6)\tAbate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or\n(7)\tTerminate the authority of the registered agent of the corporation.\n(c)\tAfter the end of the tax year in which dissolution occurs, a dissolved corporation is not subject to the annual franchise tax unless it engages in business activities not appropriate to winding up and liquidating its business and affairs as permitted by subsection (a). (1955, c. 1371, s. 1; 1973, c. 469, ss. 39, 40, c. 476, s. 193; 1989, c. 265, s. 1.)","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_55-14-05.html","current_through":"S.L. 2026-30","vintage":"","retrieved_at":"2026-08-27T18:05:57Z","sha256":"eb17c077447ffdecfe078addcda34d6b4a8daec22f46e6e81632f48e40134305","source_id":"us-nc","stale":false,"prev":"us-nc/n.c.-gen.-stat.-55-14-04","next":"us-nc/n.c.-gen.-stat.-55-14-06"},"notice":"GroundRules: Original legal text. Not legal advice."}