A sale of all or substantially all corporate assets is authorized by statute in most jurisdictions, and the procedures and requirements set forth in the applicable statutes must be complied with. Typical requirements for a sale of all or substantially all corporate assets include appropriate action by the directors establishing the need for and directing the sale, and approval by a prescribed number or percentage of the shareholders.
North Carolina Unanimous Written Consent by Shareholders and the Board of Directors is a legal process that allows unanimous consent from both shareholders and the board of directors for certain actions within a corporation. It empowers the corporation to elect a new director and authorize the sale of all or a significant portion of its assets. This process ensures that important decisions can be made efficiently and effectively, without the need for a formal meeting or vote. In North Carolina, there are different types of Unanimous Written Consent that can be utilized by the shareholders and the board of directors. These include: 1. Electing a New Director: If a corporation needs to expand its board or replace an existing director, the North Carolina Unanimous Written Consent process can be utilized. By obtaining unanimous consent from both shareholders and the board of directors, the corporation can elect a new director without convening a formal meeting. 2. Authorizing the Sale of Assets: In cases where a corporation wishes to sell all or a significant portion of its assets, the Unanimous Written Consent process can simplify the decision-making process. Unanimous consent from both shareholders and the board of directors is required to authorize such a sale, ensuring that all stakeholders are in agreement. 3. Authorizing the Sale of Substantially of the Assets: In certain situations, a corporation may decide to sell a substantial portion of its assets, rather than all of them. The North Carolina Unanimous Written Consent process can also be used to approve such transactions, requiring unanimous consent from both shareholders and the board of directors. By utilizing the Unanimous Written Consent process, corporations in North Carolina can streamline decision-making, avoid the need for formal meetings, and expedite important actions such as electing new directors or authorizing the sale of assets. It promotes efficient governance and allows corporations to adapt to changing business needs swiftly.
