§ 58-7-120. Reduction of capital stock. - North Carolina Statutes

§58‑7‑120.  Reduction of capital stock.

When the capital stock of acompany organized under this Article is impaired, the company may, upon a voteof the majority of the stock represented at a meeting legally called for thatpurpose, reduce its capital stock and the number of shares thereof to an amountnot less than the minimum sum required by law, but no part of its assets andproperty shall be distributed to its stockholders.  Within 10 days after suchmeeting the company must submit to the Commissioner a certificate setting forththe proceedings thereof and the amount of the reduction and the assets andliabilities of the company, signed and sworn to by its president, secretary,and a majority of its directors.  The Commissioner shall examine the facts inthe case, and if they conform to law, and in his judgment the proposedreduction may be made without prejudice to the public, he shall endorse hisapproval upon the certificate.  Upon filing the certificate so endorsed withthe Secretary of State and paying a filing fee of five dollars ($5.00), thecompany may transact business upon the basis of the reduced capital as thoughit were original capital, and its charter shall be deemed to be amended toconform thereto, and the Commissioner shall issue his certificate to thateffect.  The company may, by a majority vote of its directors, after thereduction, require the return of the original certificates of stock held byeach stockholder in exchange for new certificates it may issue in lieu thereoffor such number of shares as each stockholder is entitled to in the proportionthat the reduced capital bears to the original capital. (1899,c. 54, s. 30; Rev., s. 4735; C.S., s. 6338; 1991, c. 720, s. 4.)