What are the possible forms of dissolution of a corporation?

Hear this out loud PauseIf you're shutting your business down completely, you must file Articles of Dissolution to terminate your company's existence. If you discontinue business in a state where you had foreign qualified, you must file Articles of Withdrawal to avoid fines, penalties, and a potential loss of liability protection.

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North Carolina Dissolution Package to Dissolve Corporation

North Carolina Dissolution Corporation Without Lawyer

Q: What are the possible forms of dissolution of a corporation?

Hear this out loud PauseIf you&#039;re shutting your business down completely, you must file Articles of Dissolution to terminate your company&#039;s existence. If you discontinue business in a state where you had foreign qualified, you must file Articles of Withdrawal to avoid fines, penalties, and a potential loss of liability protection.

Category:

Corporations - Dissolution

State:

North Carolina

Control #:

NC-DP-0001

Format:

Instant download

Description

The North Carolina dissolution corporation without lawyer form provides a structured approach for individuals seeking to dissolve a business entity in North Carolina. It outlines two methods for voluntary dissolution: one for corporations that have not issued shares and another for those that have. The form includes clear step-by-step instructions on filing the Articles of Dissolution, which must be accompanied by a Cover Sheet and submitted to the Secretary of State, with a filing fee of $30. The form is designed to be accessible for users with minimal legal experience, providing necessary templates for resolutions, notices, and claims management post-dissolution. Key features include compliance with statutory requirements, guidance on notifying shareholders and claimants, and ensuring proper winding up of the corporation's affairs. This form is particularly useful for attorneys, partners, and legal assistants who need a reliable tool to facilitate the dissolution process and address potential claims against the dissolved corporation.

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

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FAQ

Yes, you can file for LLC dissolution online in North Carolina. The Secretary of State's website provides options for submitting the necessary forms electronically, which can save you time. If you prefer a more guided approach, US Legal Forms offers resources that can help you navigate the online filing process for a North Carolina dissolution corporation without lawyer, ensuring you get it right the first time.

To dissolve a corporation in North Carolina, you must follow specific steps, including filing Articles of Dissolution with the Secretary of State. You’ll also need to settle any debts and notify shareholders. Utilizing US Legal Forms can simplify this process, guiding you through the necessary paperwork for a successful North Carolina dissolution corporation without lawyer.

Dissolving a business means officially ending its legal existence, while terminating often refers to stopping operations without going through formal dissolution. In North Carolina, dissolving a corporation involves filing specific documents with the state. Understanding this difference is crucial when considering your options for North Carolina dissolution corporation without lawyer, as it impacts your legal obligations.

The process of dissolving a business in North Carolina typically takes a few weeks to a few months, depending on the specific circumstances. If you file your paperwork correctly and there are no outstanding issues, the dissolution can be completed relatively quickly. Using a platform like US Legal Forms can help ensure that you have all the necessary documents in order, making your North Carolina dissolution corporation without lawyer much smoother.

Hear this out loud PauseIf you're shutting your business down completely, you must file Articles of Dissolution to terminate your company's existence. If you discontinue business in a state where you had foreign qualified, you must file Articles of Withdrawal to avoid fines, penalties, and a potential loss of liability protection.

Hear this out loud PauseIf the corporation has issued shares, the board of directors must recommend the dissolution to the shareholders, and the shareholders must approve the dissolution with a written resolution. N.C.G.S. § 55A-14-02. After shareholder approval, the Articles of Dissolution may be delivered to the Secretary of State.

There is a $30 fee ($32 if you file online) to file articles to dissolve a corporation or LLC in North Carolina. You can have a document processed the same day it is received if you pay a $200 expedite fee. For an additional $100, processing can be completed within 24 hours (excluding weekends/holidays).

Hear this out loud PauseAuthorizing Dissolution North Carolina's Nonprofit Corporation Act ("NCA") provides for voluntary dissolution through either: if there are members, action by the directors followed by a vote of the members; or. if there are no members, a vote of the directors.

There are three main steps involved in a voluntary dissolution of a corporation: Filing the document to dissolve the corporation with the state. Wrapping up operations of the business. Liquidating and then distributing the assets of the corporation to the shareholders.

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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.

North Carolina Dissolution Corporation Without Lawyer

Description

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

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What are the possible forms of dissolution of a corporation?

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What must take place for a corporation to be voluntarily dissolved?

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

North Carolina Dissolution Corporation Without Lawyer

Description

Related forms

Viewed forms

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

Form popularity

FAQ

Can you file an LLC Dissolution online in NC?

How to dissolve a corporation in NC?

What is the difference between dissolving and terminating a business?

How long does it take to dissolve a business in NC?

What are the possible forms of dissolution of a corporation?

How do I dissolve a corporation in North Carolina?

How much does it cost to dissolve a business in NC?

How do I dissolve a nonprofit organization in North Carolina?

What must take place for a corporation to be voluntarily dissolved?

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