§ 55-6-30. Shareholders' preemptive rights. - North Carolina Statutes

Part 3.Subsequent Acquisition of Shares by Shareholders and Corporation.

§ 55‑6‑30. Shareholders' preemptive rights.

(a)        The shareholders ofa corporation do not have a preemptive right to acquire the corporation'sunissued shares except to the extent the articles of incorporation orsubsection (d) of this section so provide.

(b)        A statementincluded in the articles of incorporation that "the corporation elects tohave preemptive rights" (or words of similar import) means that thefollowing principles apply except to the extent the articles of incorporationexpressly provide otherwise:

(1)        The shareholders ofthe corporation have a preemptive right, granted on uniform terms andconditions prescribed by the board of directors, to provide a fair and reasonableopportunity to exercise the right, to acquire proportional amounts of thecorporation's unissued shares upon the decision of the board of directors toissue them.

(2)        A shareholder maywaive his preemptive right.  A waiver evidenced by a writing is irrevocableeven though it is not supported by consideration.

(3)        There is nopreemptive right with respect to (i) shares issued as compensation todirectors, officers, agents, or employees of the corporation, its subsidiariesor affiliates; (ii) shares issued to satisfy conversion or option rightscreated to provide compensation to directors, officers, agents, or employees ofthe corporation, its subsidiaries or affiliates; (iii) shares authorized inarticles of incorporation that are issued within six months from the effectivedate of incorporation; (iv) shares issued for considerations, other than money,deemed by the board of directors in good faith to be advantageous to thecorporation's business.

(4)        Holders of a shareof any class have no preemptive rights with respect to shares of any otherclass.

(5)        Reserved for futurecodification purposes.

(6)        Shares subject topreemptive rights that are not acquired by shareholders may be issued to anyperson during a period of one year after being offered to shareholders at aconsideration set by the board of directors that is not lower than theconsideration set for the exercise of preemptive rights.  An offer at a lowerconsideration or after the expiration of one year is subject to theshareholders' preemptive rights.

(c)        For purposes ofthis section, "shares" includes a security convertible into orcarrying a right to subscribe for or acquire shares.

(d)        Notwithstanding theforegoing provision of this section, shareholders of a corporation incorporatedbefore July 1, 1990, other than a public corporation, shall have a preemptiveright to acquire the unissued shares of the corporation, to the extent providedin (and subject to the limitations of) subdivisions (b) (1)‑(6) andsubsection (c) of this section, except to the extent the articles ofincorporation expressly provide otherwise. (1955, c. 1371, s. 1; 1969,c. 751, ss. 29‑32; 1979, c. 508, s. 2; 1989, c. 265, s. 1; 1993, c. 552,s. 8.)