§ 55-11-04. Merger with subsidiary. - North Carolina Statutes

§ 55‑11‑04. Merger with subsidiary.

(a)        Subject to Article9, a parent corporation owning at least ninety percent (90%) of the outstandingshares of each class of a subsidiary corporation may merge the subsidiary intoitself without approval of the shareholders of the parent corporation unlessthe articles of incorporation of the parent corporation require approval of theshareholders or the plan of merger contains one or more amendments to thearticles of incorporation of the parent corporation for which shareholderapproval is required by G.S. 55‑10‑03, and without approval of theboard of directors or shareholders of the subsidiary corporation unless thearticles of incorporation of the subsidiary corporation require approval of theshareholders of the subsidiary corporation. Subject to Article 9, a parentcorporation owning at least ninety percent (90%) of the outstanding shares ofeach class of a subsidiary corporation may merge itself into the subsidiarycorporation without approval of the board of directors or shareholders of thesubsidiary corporation unless the articles of incorporation of the subsidiarycorporation provide otherwise or the plan of merger contains one or moreamendments to the articles of incorporation of the subsidiary corporation forwhich shareholder approval is required by G.S. 55‑10‑03. Except asotherwise provided in this subsection, the provisions of G.S. 55‑11‑01and G.S. 55‑11‑03 apply to any merger described in this subsection.

(b)        If a merger isconsummated without approval of the subsidiary corporation's shareholders, thesurviving corporation shall, within 10 days after the effective date of themerger, notify each shareholder of the subsidiary corporation as of theeffective date of the merger, that the merger has become effective.

(c)        Repealed by SessionLaws 2005, c. 268, s. 21.

(d)        Repealed by SessionLaws 2005, c. 268, s. 21.

(e)        Repealed by SessionLaws 2005, c. 268, s. 21.

(f)         The provisions ofG.S. 55‑13‑02(c) do not apply to subsidiary corporations that areparties to mergers consummated under this section. (1955, c. 1371, s. 1; 1959,c. 1316, s. 37; 1973, c. 469, s. 33; 1989, c. 265, s. 1; 1997‑485, s. 29;2005‑268, s. 21; 2006‑226, s. 16(a).)