§ 117-24. Dissolution. - North Carolina Statutes

§ 117‑24.  Dissolution.

Any corporation created hereunder may be dissolved by filing, ashereinafter provided, a certificate which shall be entitled and endorsed"Certificate of Dissolution of ______ " (the blank space being filledin with the name of the corporation) and shall state:

(1)        Name of the corporation, and if such corporation is acorporation resulting from a consolidation as herein provided, the names of theoriginal corporations.

(2)        The date of filing of the certificate of incorporation, andif such corporation is a corporation resulting from a consolidation as hereinprovided, the dates on which the certificates of incorporation of the originalcorporations were filed.

(3)        That the corporation elects to dissolve.

(4)        The name and post‑office address of each of itsdirectors, and the name, title and post‑office address of each of itsofficers.

Such certificate shall be subscribed and acknowledged in the samemanner as an original certificate of incorporation by the president or a vice‑president,and the secretary or an assistant secretary, who shall make and annex anaffidavit, stating that they have been authorized to execute and file suchcertificate by the votes cast in person or by proxy by at least two‑thirdsof its total membership.

A certificate of dissolution and a certified copy or copies thereofshall be filed in the same place as an original certificate of incorporationand thereupon the corporation shall be deemed to be dissolved.

Such corporation shall continue for the purpose of paying, satisfyingand discharging any existing liabilities or obligations and collecting orliquidating its assets, and doing all other acts required to adjust and wind upits business and affairs, and may sue and be sued in its corporate name. Anyassets remaining after all liabilities or obligations of the corporation havebeen satisfied or discharged shall be distributed among the members in suchmanner as is provided for in the corporation's charter or bylaws, and thecharter or bylaws may provide for distributions to persons who were members inone or more prior years. (1935, c. 291, s. 19;1965, c. 287, s. 14; 1987, c. 448, s. 2; 1997‑346, s. 5; 1999‑111,s. 1; 2003-24, s. 1.)