Fill and Sign the North Carolina North Carolina Dissolution Package to Dissolve Corporation Form

CORPORATE DISSOLUTION PACKAGE STATE OF NORTH CAROLINA Electronic Version STATUTORY REFERENCE NORTH CAROLINA GENERAL STATUTES, §§55-14-01 through 55-14-08. INTRODUCTORY NOTES 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. 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. 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. 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. 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. 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. 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. 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. Note: 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. The notice must describe the information that must be included in a claim and provide a mailing address where the claim may be sent. 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. A shareholder's total liability for all claims cannot exceed the total amount of assets distributed to the shareholder. INSTRUCTIONS AND GUIDELINES TO DISSOLVE A NORTH CAROLINA CORPORATION Step 1:SEE FORM 1 - COVER SHEETYou must file a COVER SHEET with all documents filed with the Secretary of State. Note on the Cover Sheet that expedited service is available for an additional fee. Step 2.SEE FORM 2 - ARTICLES OF DISSOLUTION PRIOR TO ISSUANCE OF SHARES BUSINESS CORPORATION1.If the corporation has not issued shares, then that corporation may be dissolved by the Incorporators or by the Directors by the filing of Articles of Dissolution. [IF THE CORPORATION HAS ISSUED SHARES, GO TO # II BELOW.]2.Instructions to complete FORM 2: This form MUST be legibly printed or typed.1. Provided the EXACT name of the corporation as it appears on the records of the Secretary of State. 2. Provide the names, titles, and addresses of the officers, if any, of the corporation. 3. Provide the names and addresses of the directors. If there are no directors, provide the names and addresses of the incorporators.4. Provide the date on which the corporation was formed.5. There is nothing to add to this section.6. There is nothing to add to this section.7. There is nothing to add to this section.8. The dissolution is effective on filing unless there is a different date requested. If you want a different date of dissolution, provide that information here.Date the articles.Provide the name of the corporation, the signature of the individual authorized to execute the articles on behalf of the corporation, and the printed or typed name of the individual signing.File the original and one copy of the Articles of Dissolution and Termination.The filing fee is $30.00.3.Mail the Cover Sheet, the original and one copy of the Articles of Dissolution, and the filing fee of $30.00 (make check payable to North Carolina Department of State) to: Secretary of StateCorporations DivisionPO Box 29622Raleigh, NC 27626-0622(919) 733-42011-888-246-7636Fax: (919) 733-1837 4.A transmittal letter to send with the articles is included for your use. SEE FORM A - TRANSMITTAL LETTER5. The corporation is dissolved upon the effective date of the filing of its Articles of Dissolution (unless another date is specified).Step 3. DISSOLUTION BY THE BOARD OF DIRECTORS AND SHAREHOLDERS 1.The Board of Directors may propose to the shareholders that the corporation be dissolved. For a proposal to dissolve to be adopted by the shareholders, the proposal MUST be recommended by the Board. The Board may determine that there is a conflict of interest or that other special circumstances exist and that it should make no recommendation regarding dissolution. In that event, the decision of the Board to make no recommendation and the reasons for that decision should be communicated to the shareholders.SEE FORM 3 - RESOLUTION OF BOARD REGARDING DISSOLUTION OF THE CORPORATION2.EVERY shareholder must be notified of a shareholder's meeting to consider dissolving the corporation.SEE FORM 4 - NOTICE OF SPECIAL MEETING3.Unless the Board of Directors or the Articles of Incorporation require a greater vote, the Resolution of the Board must be approved by a majority of the shareholders entitled to vote on the issue of dissolution.4. In the alternative, the shareholders may, agree by written consent to dissolve the corporation without the necessity of a meeting.SEE FORM 5 - WRITTEN CONSENT OF SHAREHOLDERS 5.Once the decision to dissolve the corporation has been made and approved, then you must file Articles of Dissolution.SEE FORM 6 - ARTICLES OF DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS - BUSINESS CORPORATION6.Instructions to complete FORM 6: This form MUST be legibly printed or typed.1. Provided the EXACT name of the corporation as it appears on the records of the Secretary of State. 2. Provide the names, titles, and addresses of the officers, if any, of the corporation. 3. Provide the names and addresses of the directors. If there are no directors, provide the names and addresses of the incorporators.4. Provide the date on which the dissolution was authorized.5. There is nothing to add to this section.6. The dissolution is effective on filing unless there is a different date requested. If you want a different date of dissolution, provide that information here.Date the articles.Provide the name of the corporation, the signature of the individual authorized to execute the articles on behalf of the corporation, and the printed or typed name of the individual signing.File the original and one copy of the Articles of Dissolution and Termination.The filing fee is $30.00.7.Mail the Cover Sheet, the original and one copy of the Articles of Dissolution and the filing fee of $30.00 (make check payable to North Carolina Secretary of State) to:Secretary of StateCorporations DivisionPO Box 29622Raleigh, NC 27626-0622(919) 733-42011-888-246-7636Fax: (919) 733-18378.A transmittal letter to send with the articles is included for your use. SEE FORM A - TRANSMITTAL LETTER 9.The corporation is dissolved upon the effective date of the filing of its Articles of Dissolution (unless another date is specified).Step 4. CLAIMS AGAINST A DISSOLVED CORPORATION1.The dissolved corporation should deliver to each of its known claimants written notice of the dissolution. SEE FORM 7 - NOTICE TO CLAIMANTS 2.The corporation may totally or partially reject any claim made by a claimant. SEE FORM 8 - NOTICE OF REJECTION OF CLAIM3.The corporation should publish a Notice to Unknown Claimants. This notice MUST be published one time in a newspaper of general circulation in the county where the corporation's principal office is or was last located.SEE FORM 9 - NOTICE TO UNKNOWN CLAIMANTSDisclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms. com/disclaimer.htm FORM 1 FILING COVER SHEET Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/NC/NC-filing-sheet.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy. Fill out this form, and mail it in as directed. FORM 2 ARTICLES OF DISSOLUTION PRIOR TO ISSUANCE OF SHARES BUSINESS CORPORATION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/NC/NC-Diss-initial.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy. Fill out this form, and mail it in as directed. FORM 3 RESOLUTION OF BOARD OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _________________________________________________________, a North Carolina corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows:______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___._____________________________________ Director_____________________________________ Director_____________________________________ DirectorAttest:_____________________________________ Secretary SEE FORM 4 NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of ___________________________________________________________________, a North Carolina corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: _________________________________________________________________________________________________________________________________ The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors.This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting.__________________________ Secretary FORM 5 WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, a North Carolina corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___.____________________________________ Shareholder____________________________________ Shareholder____________________________________ Shareholder FORM 6 ARTICLES OF DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/NC/NC-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy. Fill out this form, and mail it in as directed. FORM 7 NOTICE TO CLAIMANTS NOTICE TO CLAIMANT You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________, a North Carolina corporation, filed Articles of Dissolution with the Secretary of State.You may be able to assert the following claim against the corporation (fully describe claim):______________________________________________________________________________ ______________________________________________________________________________Your claim must be received by ___________________________________________________ (cannot be less than 120 days from the date of this notice). Claims must be sent to: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________YOU MUST MAIL CONFIRMATION OF YOUR CLAIM TO THE CORPORATION. YOUR CLAIM WILL BE BARRED IF WRITTEN NOTICE OF YOUR CLAIM IS NOT RECEIVED BY THE DEADLINE.Name of Corporation: ___________________________________________________________By: _________________________________________________________________________Title: ___________________________________ Date: _______________________________ FORM 8 NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________, a North Carolina corporation, rejected all or part of the claim you submitted to the corporation._____ ALL OF YOUR CLAIM WAS REJECTED._____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________________________________________________________________________ ______________________________________________________________________________Name of Corporation: ___________________________________________________________By: _________________________________________________________________________Title: ___________________________________ Date: _______________________________ FORM 9 NOTICE TO UNKNOWN CLAIMANTS NOTICE TO UNKNOWN CLAIMANTS You are hereby notified that on the _____day of _____________________________, 20 _____, __________________________________________________________________, a North Carolina corporation, filed Articles of Dissolution with the Secretary of State.You may be able to assert a claim against the corporation. If you have a claim against the corporation, describe the claim and mail it to the address listed below. Your claim must be received by __________________________________________________ . Claims must be sent to: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________YOU MUST MAIL CONFIRMATION OF YOUR CLAIM TO THE CORPORATION. YOUR CLAIM WILL BE BARRED UNLESS A PROCEEDING TO ENFORCE THE CLAIM IS COMMENCED WITHIN FIVE YEARS AFTER THE PUBLICATION DATE OF THIS NOTICE.Name of Corporation: ___________________________________________________________By: _________________________________________________________________________Title: ___________________________________ Date: _______________________________ FORM A SAMPLE TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ DateSecretary of State Division of CorporationsPO Box 29622Raleigh, NC 27626-0622Re: __________________________Dear Sir:Enclosed please find the original and one copy of Articles of Dissolution for __________________________, a North Carolina corporation. Also enclosed you will find a check for $30.00 in payment of the filing fee and the required Cover Sheet.Please file this document and provide a certified copy to me.Should you have any questions, or should I need to furnish further information, please feel free to contact me at the following address and telephone number: ________________________________________________________________________________________________________Thank you in advance for your assistance.Yours very truly,