§ 105-232. Rights restored; receivership and liquidation. - North Carolina Statutes

§ 105‑232.  Rightsrestored; receivership and liquidation.

(a)        Any corporation orlimited liability company whose articles of incorporation, articles oforganization, or certificate of authority to do business in this State has beensuspended by the Secretary of State under G.S. 105‑230, that complieswith all the requirements of this Subchapter and pays all State taxes, fees, orpenalties due from it (which total amount due may be computed, for years priorand subsequent to the suspension, in the same manner as if the suspension hadnot taken place), and pays to the Secretary of Revenue a fee of twenty‑fivedollars ($25.00) to cover the cost of reinstatement, is entitled to exerciseagain its rights, privileges, and franchises in this State. The Secretary ofRevenue shall notify the Secretary of State of this compliance and theSecretary of State shall reinstate the corporation or limited liability companyby appropriate entry upon the records of the office of the Secretary of State.Upon entry of reinstatement, it relates back to and takes effect as of the dateof the suspension by the Secretary of State and the corporation or limitedliability company resumes carrying on its business as if the suspension hadnever occurred, subject to the rights of any person who reasonably relied, tothat person's prejudice, upon the suspension. The Secretary of State shallimmediately notify by mail the corporation or limited liability company of thereinstatement.

(b)        When the articlesof incorporation, articles of organization, or certificate of authority to dobusiness in this State has been suspended by the Secretary of State under G.S.105‑230, and the corporation or limited liability company has ceased tooperate as a going concern, if there remains property held in the name of thecorporation or limited liability company or undisposed of at the time of thesuspension, or there remain future interests that may accrue to thecorporation, the limited liability company, or its successors, members, orstockholders, any interested party may apply to the superior court for theappointment of a receiver. Application for the receiver may be made in a civilaction to which all stockholders, members, or their representatives or next ofkin shall be made parties. Stockholders or members whose whereabouts areunknown, unknown stockholders or members, unknown heirs and next of kin ofdeceased stockholders, members, creditors, dealers, and other interestedpersons may be served by publication. A guardian ad litem may be appointed for anystockholders, members, or their representatives who are infants or incompetent.The receiver shall enter into a bond if the court requires one and shall givenotice to creditors by publication or otherwise as the court may prescribe. Anycreditor who fails to file a claim with the receiver within the time set shallbe barred of the right to participate in the distribution of the assets. Thereceiver may (i) sell the property interests of the corporation or limitedliability company upon such terms and in such manner as the court may order,(ii) apply the proceeds to the payment of any debts of the corporation orlimited liability company, and (iii) distribute the remainder among thestockholders, the members, or their representatives in proportion to theirinterests in the property interests. Shares due to any stockholder or memberwho is unknown or whose whereabouts are unknown shall be paid into the officeof the clerk of the superior court, to be disbursed according to law. In theevent the records of the corporation or limited liability company are lost ordo not reflect the owners of the property interests, the court shall determinethe owners from the best evidence available, and the receiver shall beprotected in acting in accordance with the court's finding. This proceeding isauthorized for the sole purpose of providing a procedure for disposing of theassets of the corporation or limited liability company by the payment of itsdebts and by the transfer to its stockholders, its members, or their representativestheir proportionate shares of its assets. (1939, c. 158, s. 903; c. 370, s. 1; 1943, c. 400, s.9; 1947, c. 501, s. 9; 1951, c. 29; 1969, c. 541, s. 10; 1973, c. 476, s. 193;c. 1065; 1987, c. 644, s. 2; 1989 (Reg. Sess., 1990), c. 1024, s. 19(b); 1991,c. 645, s. 21; 1993, c. 354, s. 21; 2001‑387, s. 153; 2001‑487, s.62(dd).)