US Legal Forms
Forms Kit
Corporation
North Carolina
North Carolina Dissolution Package to Dissolve Corporation

Nc Dissolution Dissolve Foreign Corporation

Category:

Corporations - Dissolution

State:

North Carolina

Control #:

NC-DP-0001

Format:

Instant download

Description

The Nc dissolution dissolve foreign corporation form is essential for corporations seeking to terminate their existence in North Carolina. This process can be initiated by the board of directors or shareholders depending on whether shares have been issued. Key features include the requirement to file articles of dissolution with the Secretary of State, notifying shareholders of meetings to vote on dissolution, and detailing the procedures for addressing claims against the corporation post-dissolution. For those who have not issued shares, incorporation provisions allow for dissolution by directors or incorporators, while shareholders must approve any proposals for corporations with issued shares. The effective date of dissolution aligns with the filing of documents unless a different date is specified. This form is particularly useful for attorneys, partners, owners, associates, paralegals, and legal assistants as it provides a structured approach to ensure compliance with state laws when dissolving a corporation. Utilizing the form correctly helps mitigate potential liabilities and ensures that all party claims are managed appropriately during the winding-up process.

Business incorporate for the business

View this form

Dissolution dissolve company for sale

View this form

Business liquidation near me

View this form

Breakup plan

View this form

Notice of Claim - More remote than 3rd tie...

View this form

Sample Letter for Complimentary Letter to ...

View this form

Order authorizing redemption

View this form

Contract for the Lease of Personal Property

View this form

Sample Bylaws for a California Professiona...

View this form

Informal Warning Memo

View this form

Complaint For False Arrest and Imprisonmen...

View this form

User Oriented Software and Equipment Maint...

How to fill out North Carolina Dissolution Package To Dissolve Corporation?

It’s clear that you cannot become a legal expert instantly, nor can you swiftly learn how to draft Nc Dissolution Dissolve Foreign Corporation without possessing a specialized background.

Compiling legal documents is a lengthy process requiring particular training and skills. So why not entrust the preparation of the Nc Dissolution Dissolve Foreign Corporation to the experts.

With US Legal Forms, one of the most extensive libraries of legal templates, you can discover everything from court documents to templates for in-office communication.

You can regain access to your documents from the My documents tab at any time. If you’re an existing client, you can simply Log In, and locate and download the template from the same tab.

No matter the aim of your paperwork—whether financial and legal or personal—our website has you covered. Try US Legal Forms now!

Find the necessary form using the search bar at the top of the page.
View it (if this option is available) and review the supporting description to see if Nc Dissolution Dissolve Foreign Corporation is what you’re looking for.
Begin your search anew if you require a different form.
Register for a complimentary account and choose a subscription plan to acquire the template.
Select Buy now. Once payment is finalized, you can obtain the Nc Dissolution Dissolve Foreign Corporation, complete it, print it, and send it to the designated recipients or organizations.

Form popularity

FAQ

Administrative dissolution is the taking away of the rights, powers, and authority of a domestic corporation, LLC, or other statutory business entity by the state administrator overseeing business entities, due to the entity's failure to comply with certain obligations of the business entity statute.

If a company has a Certificate of Authority to transact business in North Carolina and wants to withdraw that company from conducting business in North Carolina, the company will need to file an Application for Certificate of Withdrawal.

My company has already been administratively dissolved. How can I get reinstated? Fix the problem that caused it to be dissolved. For example, if you have overdue annual reports, you will have to file them all. ... Fill out the Reinstatement Form. ... File the Reinstatement Form and pay fee reinstatement fee.

How to file a North Carolina Corporation Amendment: To amend your North Carolina articles of incorporation, you just need to submit form B-02, Articles of Amendment, Business Corporation to the North Carolina Secretary of State, Corporations Division (SOS) by mail, in person, or online.

If you want to close a North Carolina business, you do so by voluntarily filing Articles of Dissolution for the entity type (Business Corporation, Nonprofit Corporation, Limited Liability Company (LLC)).

Trusted and secure by over 3 million people of the world’s leading companies

North Carolina Dissolution Package to Dissolve Corporation

NORTH CAROLINA CORPORATE DISSOLUTION

Statutory Reference:

NORTH CAROLINA GENERAL STATUTES, Â§Â§55-14-01 through 55-14-08

General Discussion:

There are two ways to voluntarily dissolve a business corporation in the State of North Carolina: 1) by the directors or, if the corporation has no directors, by a majority of the incorporators if the corporation has not issued any shares, or 2) by board of directors and shareholders.

If the corporation has not issued shares, the directors or, if the corporation has no directors, a majority of the incorporators may dissolve the corporation by filing articles of dissolution with the Secretary of State.

If the corporation has issued shares, then the corporation may be dissolved if the board of directors recommends dissolution to the shareholders and the shareholders approve the recommendation of dissolution. If the Board determines that special circumstances exist, or that there is some conflict with the board making a recommendation of dissolution, then the board may make no recommendation to the shareholders and advise the shareholders of why it is failing to make a recommendation.Â The board of directors may condition the submission of its proposal for dissolution on any basis.

The shareholders entitled to vote on whether or not the corporation should be dissolved must approve the board's recommendation.Â Prior to a vote on any recommendation of the board, all shareholders must be notified of the proposed shareholders meeting to address the issue of dissolution.Â Unless the certificate of incorporation or the board of directors requires a greater vote, the proposal to dissolve must be approved by a majority of all the votes entitled to be cast on that proposal.Â If the board's recommendation is approved by the shareholders, then articles of dissolution are filed with the Secretary of Sate.

A corporation is dissolved upon the effective date of its articles of dissolution.

However, as important as following the correct procedures for "dissolving" the corporation are the actions which must be taken by the "dissolved" corporation after dissolution to accomplish the "winding up" of the corporation's affairs.

A dissolved corporation continues its corporate existence, but it but may not carry on any business except that appropriate to wind up and liquidate its business and affairs.Â As part of the "winding up," the corporation may collect its assets, dispose of property that will not be distributed to shareholders, satisfy or make provision to satisfy its liabilities, and distribute any assets remaining after creditors have been satisfied to its shareholders.Â Generally speaking, the "dissolved" corporation can do anything necessary to wind up and liquidate its business affairs.

Dissolution of a corporation does not transfer title to the corporation's property, does not prevent the transfer of corporate shares, does not subject the directors and officers to a different standard of care than before the dissolution, does not change any voting requirements, does not prevent transfer of the corporation's stock, does not stop any one from suing the corporation, does not stop any pending legal action, does not terminate the authority or obligations of the corporation's registered agent, and does not automatically render the shareholders liable for the debts of the corporation.

A dissolved corporation may dispose of the known claims against it by following these statutory requirements:

The corporation must notify its known claimants in writing of the dissolution after the effective date of dissolution.Â This written notice must describe the information that must be included in a claim, must provide a mailing address where a claim may be sent, must state the deadline by which the corporation must receive the claim, and must state that the claim will be barred if not received by the deadline, which must be at least 120 days from the date of the notice.

A claim against the corporation is barred if a claimant who was given written notice does not deliver the claim to the corporation by the deadline OR if a claimant whose claim was rejected by the corporation by written notice of rejection does not sue to enforce the claim within 90 days from the date of the rejection notice.Â Note:Â a "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

A corporation may satisfy and dispose of the unknown claims against it by following the procedure:

The corporation may publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. The notice must be published one time in a newspaper of general circulation in the county where the corporation's principal office is/was located or, if the corporation had no office in North Carolina, then in a newspaper of general circulation in the county where the corporations registered office is/was located.Â The notice must describe the information that must be included in a claim and provide a mailing address where the claim may be sent.Â The notice must also state that claims against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.

If the corporation publishes a newspaper notice, claims against the corporation are barred unless the claimant commences a proceeding to enforce the claim against the corporation within five years after the publication date of the newspaper notice.

Any entity having a claim against the corporation may enforce its claim against undistributed assets of the corporation, or if the assets have been distributed to shareholders, then against the shareholders. Claims against a shareholder of the corporation are limited to the shareholder's pro rata share of the claim or to the corporate assets distributed to the shareholder, whichever is less.Â A shareholder's total liability for all claims cannot exceed the total amount of assets distributed to the shareholder.

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.

North Carolina Dissolution Package to Dissolve Corporation

NORTH CAROLINA CORPORATE DISSOLUTION

Statutory Reference:

NORTH CAROLINA GENERAL STATUTES, Â§Â§55-14-01 through 55-14-08

General Discussion:

A corporation is dissolved upon the effective date of its articles of dissolution.

A dissolved corporation may dispose of the known claims against it by following these statutory requirements:

A corporation may satisfy and dispose of the unknown claims against it by following the procedure:

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.

Nc Dissolution Dissolve Foreign Corporation

Description

Related forms

Viewed forms

How to fill out North Carolina Dissolution Package To Dissolve Corporation?

Form popularity

FAQ

What does administratively dissolved mean in NC?

How do I withdraw a corporation from North Carolina?

How to reinstate an administratively dissolved LLC in North Carolina?

How do I file an article of amendment in NC?

How do I close a North Carolina corporation?

Trusted and secure by over 3 million people of the world’s leading companies

Nc Dissolution Dissolve Foreign Corporation

Description

Related forms

Viewed forms

How to fill out North Carolina Dissolution Package To Dissolve Corporation?

Form popularity

FAQ

What does administratively dissolved mean in NC?

How do I withdraw a corporation from North Carolina?

How to reinstate an administratively dissolved LLC in North Carolina?

How do I file an article of amendment in NC?

How do I close a North Carolina corporation?

Nc Dissolution Dissolve Foreign Corporation Related Searches

Trusted and secure by over 3 million people of the world’s leading companies