Nonprofit Corporation Voluntary Dissolution Filing Requirements in North Carolina

At a glance

Requirements one by one

Entity and filing agency

North Carolina's ordinary nonprofit dissolution becomes effective through articles filed with the Secretary of State under § 55A-14-04. The approved distribution plan is part of those articles, rather than a separate final liquidation certification.

Before activity starts

Section 55A-14-01 requires the corporation to have admitted no members entitled to vote on dissolution, commenced no activities, and acquired no assets. The board acts, or a majority of incorporators acts if there are no directors. The articles identify the corporation, incorporation date, officers if any, directors or otherwise incorporators and their addresses, eligibility facts, unpaid-debt clearance, and majority authorization. Filing cancels this eligible corporation “as if such corporation had never been created.”

Board approval

Section 55A-14-02 requires board approval of the plan. With voting members, § 55A-8-24 supplies the ordinary majority-of-directors-present vote at a meeting with a quorum unless a greater rule applies. The default board quorum is a majority in office, and governing documents cannot reduce it below one-third.

Without voting members, § 55A-14-02 requires a majority of directors then in office and at least five days' written notice of the dissolution meeting. That notice states the purpose and includes the plan or a summary. Both the board and voting members can condition their approval, including on a higher affirmative vote.

Member voting and alternatives

Section 55A-14-02 uses the lower of two-thirds of votes cast and a majority of all votes entitled to be cast, unless a greater or class vote applies. With 90 entitled votes and 30 votes cast at a properly constituted meeting, the ordinary threshold is 20 affirmative votes: two-thirds of 30 is lower than the 46 votes constituting a majority of 90. Section 55A-7-22 supplies a default 10-percent quorum, subject to chapter and governing-document variations.

Section 55A-7-04 allows action without a meeting by consent of all members entitled to vote; permitted electronic consent may be used. Section 55A-7-08 separately permits written ballots or electronic voting unless prohibited or limited. Every eligible member must have an opportunity to vote, turnout must satisfy quorum, and approvals must meet the threshold for a meeting with the same votes cast. Solely electronic voting requires all eligible members to have complied with that section's electronic-notice consent requirement. Return and voting deadlines must be identical.

Notice, plan, and required outside approval

Under §§ 55A-14-02 and 55A-7-05, the member meeting notice states the dissolution purpose and includes the plan or summary, normally 10–60 days before the meeting. Mailing other than first-class, registered, or certified mail increases the minimum to 30 days. Consent and ballot solicitation also includes the plan or summary.

The articles may require a specified third person's approval of an articles or bylaws amendment. Section 55A-14-02(a)(3) brings that required approval into dissolution and requires it in writing. Section 55A-14-03 makes the plan provide for liabilities and the disposition of remaining assets.

Articles and authorized signer

Section 55A-14-04 requires the name, officer and director names and addresses, the distribution plan, and the authorization date. The approval statements distinguish corporations without voting members from those requiring member approval and confirm required third-person approval was obtained.

Under § 55A-1-20, the board's presiding officer, president, or another officer ordinarily executes the document. An incorporator can execute if directors have not been selected or the corporation has not been formed; a receiver, trustee, or other court-appointed fiduciary executes when the corporation is in that fiduciary's hands.

Fee and effective date

Section 55A-1-22 lists $15 for dissolution articles. Ordinary dissolution takes effect on the articles' effective date under § 55A-14-04. Section 55D-13 makes accepted documents effective at filing unless a permitted alternative time or delayed date is specified. The delay cannot exceed 90 days after filing; a specified date without a time takes effect at 11:59:59 p.m. that day. The early cancellation route has its own filing event under § 55A-14-01.

Revocation

Section 55A-14-05 permits revoking ordinary dissolution within 120 days of its effective date. The same approval process applies unless the original authorization allowed board-only reversal. File revocation articles and a copy of the dissolution articles, giving the corporation's name, dissolution effective date, revocation authorization date, and appropriate approval statements. Section 55A-1-22 lists a $10 revocation fee. Effective revocation relates back, but remains subject to rights of a person who reasonably relied on the dissolution to that person's prejudice.

Remaining powers and protected assets

Section 55A-14-06 continues ordinary corporate existence for preserving assets, handling liabilities, distributing under the plan, and other necessary liquidation acts. Section 55A-14-03 honors return conditions and directs charitable or religious corporations' other assets, subject to their articles or bylaws, to its specified governmental, charitable, religious, or tax-exempt recipients.

What trips people up

Filing the ordinary articles does not mean the corporation has disappeared. Section 55A-14-06 preserves winding-up existence, while § 55A-14-01 cancels a qualifying never-active, assetless corporation as if it never existed. The two articles routes have different legal consequences.

Common questions

Does dissolution transfer title automatically? No. Section 55A-14-06(b)(1) expressly says it does not transfer title to corporate property.

Do existing lawsuits stop? Section 55A-14-06 permits proceedings in the corporate name and preserves pending proceedings against abatement or suspension.

What changes for annual reports in 2027? Session Law 2026-52 § 2(f) makes the new annual-report requirement effective January 1, 2027 for reports due on or after that date. New § 55A-16-22.1(c) requires annual reports until the effective date of voluntary or judicial dissolution. That future reporting obligation should be considered separately from the present articles filing.

Statutes and sources

• N.C. Gen. Stat. § 55A-14-01 — “(a) A corporation that has not admitted members entitled to vote on dissolution, has not commenced activities, and has no assets may be dissolved by action of its board of directors or a majority of its incorporators, if there are no directors, by delivering to the Secretary of State for filing articles of dissolution that set forth: (1) The name of the corporation; (2) The names and addresses of its officers, if any; (3) The names and addresses of its directors, if any, or if none, the names and addresses of its incorporators; (4) The date of its incorporation; (5) That the corporation has not admitted members entitled to vote on dissolution, has not commenced activities, and has no assets; (6) That no debt of the corporation remains unpaid; and (7) That a majority of the incorporators or directors authorized the dissolution. (b) Upon the filing of articles of dissolution under this section, the corporation becomes nonexistent and is cancelled as if such corporation had never been created.” North Carolina General Assembly. Accessed 2026-09-29.

• N.C. Gen. Stat. § 55A-14-02 — “(a) Unless this Chapter, the articles of incorporation, bylaws, or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, dissolution is authorized if a plan of dissolution meeting the requirements of G.S. 55A-14-03 is approved: (1) By the board; (2) By the members entitled to vote thereon, if any, by two-thirds of the votes cast or a majority of the votes entitled to be cast on the plan of dissolution, whichever is less; and (3) In writing by any person or persons whose approval is required by a provision of the articles of incorporation authorized by G.S. 55A-10-30 for an amendment to the articles of incorporation or bylaws. (b) If the corporation does not have members entitled to vote thereon, dissolution shall be approved by a vote of a majority of the directors then in office. The corporation shall provide at least five days' written notice of any directors' meeting at which such approval will be considered. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (c) The board of directors may condition its approval of the proposed dissolution, and the members entitled to vote thereon may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis. (d) If the board of directors seeks to have dissolution approved by the members entitled to vote thereon at a membership meeting, the corporation shall give notice of the membership meeting to those members in accordance with G.S. 55A-7-05. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (e) If the board seeks to have dissolution approved by the members entitled to vote thereon by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.” North Carolina General Assembly. Accessed 2026-09-29.

• N.C. Gen. Stat. § 55A-14-03 — “(a) The plan of dissolution approved pursuant to G.S. 55A-14-02 shall provide that all liabilities and obligations of the corporation be paid and discharged, or adequate provisions be made therefor, and that the remainder of the corporation's assets be distributed as follows: (1) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; (2) Other assets, if any, of a charitable or religious corporation shall, subject to the articles of incorporation or bylaws, be transferred or conveyed to one or more of the following: the United States, a state, a charitable or religious corporation, or a person that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986 or any successor section; (3) Other assets, if any, of a corporation that is not a charitable or religious corporation shall, subject to the articles of incorporation and bylaws, be distributed as provided in the plan of dissolution. (b) The plan of dissolution may set forth other provisions relating to the dissolution.” North Carolina General Assembly. Accessed 2026-09-29.

• N.C. Gen. Stat. § 55A-14-04 — “(a) At any time after dissolution is authorized pursuant to G.S. 55A-14-02, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The names and addresses of its officers; (3) The names and addresses of its directors; (4) The plan of dissolution as required by G.S. 55A-14-03; (5) The date dissolution was authorized; (6) If approval by members was not required, a statement to that effect and a statement that the plan of dissolution was approved by a sufficient vote of the board of directors; (7) If approval by members was required, a statement that the plan of dissolution was approved as required by this Chapter; and (8) If approval of dissolution by some person or persons other than the members or the board of directors is required pursuant to G.S. 55A-14-02(a)(3), a statement that the approval was obtained. (b) A corporation is dissolved upon the effective date of its articles of dissolution.” North Carolina General Assembly. Accessed 2026-09-29.

• N.C. Gen. Stat. § 55A-14-05 — “(a) A corporation may revoke its dissolution authorized under G.S. 55A-14-02 within 120 days of its effective date. (b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless an authorization under G.S. 55A-14-02 permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (1) The name of the corporation; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the corporation's board of directors revoked the dissolution, a statement to that effect; (5) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) If member or third person action was required to revoke the dissolution, a statement that the action was taken as required. (d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred, subject to the rights of any person who reasonably relied to his prejudice upon the filing of the articles of dissolution.” North Carolina General Assembly. Accessed 2026-09-29.

• N.C. Gen. Stat. § 55A-14-06 — “(a) A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (1) Preserving and protecting its assets; (2) Discharging or making provision for discharging its liabilities and obligations; (3) Disposing of its remaining assets in accordance with its plan of dissolution; and (4) Doing every other act necessary to wind up and liquidate its assets and affairs. (b) Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) Subject its directors or officers to standards of conduct different from those prescribed in Article 8 of this Chapter; (3) Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (4) Prevent commencement of a proceeding by or against the corporation in its corporate name; (5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (6) Terminate the authority of the registered agent of the corporation.” North Carolina General Assembly. Accessed 2026-09-29.

• N.C. Gen. Stat. § 55A-7-04 — “(a) Action required or permitted by this Chapter to be taken at a meeting of members may be taken without a meeting if the action is taken by all members entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed before or after such action by all members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Except as limited by the articles of incorporation or bylaws, a member's consent to action taken without a meeting may be in electronic form and delivered by electronic means. (b) If not otherwise determined under G.S. 55A-7-03 or G.S. 55A-7-07, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.” North Carolina General Assembly. Accessed 2026-09-29.

• N.C. Gen. Stat. § 55A-7-05 — “(a) A corporation shall give notice of meetings of members by any means that is fair and reasonable and consistent with its bylaws. (b) Any notice that conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in subdivision (c)(2) of this section shall be given as provided in subsection (c) of this section. (c) Notice is fair and reasonable if it conforms to all of the following: (1) The corporation gives notice to all members entitled to vote at the meeting of the place, if any, date, and time of each annual, regular, and special meeting of members no fewer than 10, or, if notice is mailed by other than first class, registered or certified mail, no fewer than 30, nor more than 60 days before the meeting date. (1a) If the meeting will be held by means of remote communication, the notice shall include all the information required by G.S. 55A-7-09. (2) Notice of an annual or regular meeting includes a description of any matter or matters that shall be approved by the members under G.S. 55A-8-31, 55A-8-55, 55A-10-03, 55A-10-21, 55A-11-04, 55A-12-02, or 55A-14-02. (3) Notice of special meeting includes a description of the matter or matters for which the meeting is called. (d) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If the meeting is to be continued by means of remote communication, the announcement shall also include a description of the means of remote communication. If a new record date for the adjourned meeting is or must be fixed under G.S. 55A-7-07, however, notice of the adjourned meeting shall be given under this section to the members of record entitled to vote at the meeting as of the new record date. (e) When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if all of the following apply: (1) The corporation is requested in writing to do so by a person or persons entitled to call a special meeting pursuant to G.S. 55A-7-02. (2) The request is received by the secretary or president of the corporation at least 10 days before the corporation gives notice of the meeting.” North Carolina General Assembly. Accessed 2026-09-29.

• N.C. Gen. Stat. § 55A-7-08 — “(a) Unless prohibited or limited by the articles of incorporation or bylaws and without regard to the requirements of G.S. 55A-7-04, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting by written ballots or electronic voting as follows: (1) Written ballots. - The corporation may deliver a written ballot to members entitled to vote on the matter that sets forth each proposed action and provides an opportunity to vote for or against each proposed action. Unless secret balloting is required on the proposed action, the ballot shall contain or request information sufficient to identify the member or the member's proxy submitting the ballot. Written ballots may be submitted to the corporation by any reasonable means specified by the corporation, including email. (2) Electronic voting. - For members who have complied with G.S. 55A-1-70, the corporation may provide an electronic ballot or electronic notice that sets forth each proposed action and provides an opportunity and instructions on how to vote for or against each proposed action using the electronic ballot or an electronic voting system. (b) Repealed by Session Laws 2021-162, s. 2(l), effective September 20, 2021. (c) All members entitled to vote on the matter shall be given the opportunity to vote on the proposed action by written ballot or electronic voting, or both. The board of directors may determine, in its discretion, whether votes shall be cast by written ballots or by electronic voting, or by both, provided that votes may be cast solely by electronic voting only if all members entitled to vote on the proposed action have complied with G.S. 55A-1-70(b). Approval by written ballot or electronic voting, or both, pursuant to this section shall be valid only when the number of votes cast by written ballot or electronic voting, or both, equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the same total number of votes were cast. (d) All written ballots or solicitations for votes by written ballot, all electronic ballots or solicitations for votes by electronic ballot, and all electronic voting notices shall indicate the time by which a written or electronic ballot shall be received by the corporation or by which electronic votes shall be cast in order to be counted. The deadline for the return of written ballots and electronic ballots and for the casting of electronic votes on any proposed action shall be identical. (e) Except as otherwise provided in the articles of incorporation or bylaws, any written ballot, electronic ballot, or electronic vote that is submitted shall not be revoked.” North Carolina General Assembly. Accessed 2026-09-29.

• N.C. Gen. Stat. § 55A-7-22 — “(a) Unless this Chapter, the articles of incorporation, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter shall be represented at a meeting of members to constitute a quorum on that matter. Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. (b) A bylaw amendment to decrease the quorum for any member action may be approved by the members entitled to vote on that action or, unless prohibited by the bylaws, by the board of directors. (c) A bylaw amendment to increase the quorum required for any member action shall be approved by the members entitled to vote on that action. (d) Unless one-third or more of the votes entitled to be cast in the election of directors are represented in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.” North Carolina General Assembly. Accessed 2026-09-29.

• N.C. Gen. Stat. § 55A-8-24 — “(a) Except as otherwise provided in: (i) this Chapter, (ii) the articles of incorporation, or (iii) the bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles of incorporation or bylaws authorize a quorum of fewer than one-third of the number of directors in office. (b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless: (i) this Chapter, (ii) the articles of incorporation, or (iii) the bylaws require the vote of a greater number of directors. (c) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) He objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; (2) His dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) He files written notice of his dissent or abstention with the presiding officer of the meeting before its adjournment or with the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.” North Carolina General Assembly. Accessed 2026-09-29.

• N.C. Gen. Stat. § 55A-1-20 — “(a) A document required or permitted by this Chapter to be filed by the Secretary of State must be filed under Chapter 55D of the General Statutes. (b) A document submitted on behalf of a domestic or foreign corporation must be executed: (1) By the presiding officer of its board of directors, by its president, or by another of its officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.” North Carolina General Assembly. Accessed 2026-09-29.

• N.C. Gen. Stat. § 55A-1-22(a)(14)-(15) — “(14) Articles of dissolution $15.00 (15) Articles of revocation of dissolution $10.00” North Carolina General Assembly. Accessed 2026-09-29.

• N.C. Gen. Stat. § 55D-13(a)-(b) — “(a) Except as provided in subsection (b) of this section and in G.S. 55D-14, a document accepted for filing is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the filed document; or (2) At the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at 11:59:59 P.M. on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed.” North Carolina General Assembly. Accessed 2026-09-29.

• N.C. Gen. Stat. § 55A-16-22.1(c) (effective January 1, 2027) — “The corporation shall submit an annual report to the Secretary of State by November 15 of each year following (i), in the case of a domestic corporation, the calendar year in which the corporation was formed or (ii), in the case a foreign corporation, the calendar year in which the Secretary of State issued to the foreign corporation a certificate of authority to conduct affairs in this State. An annual report is due each year until (i), in the case of a domestic corporation, the effective date of a voluntary or judicial dissolution or (ii), in the case of a foreign corporation, the effective date of a certificate of withdrawal or revocation of a certificate of authority.” North Carolina General Assembly. Accessed 2026-09-29.

• 2026 N.C. Sess. Laws ch. 52 § 2(f) — “This section becomes effective January 1, 2027, and applies to annual reports due on or after that date.” North Carolina General Assembly. Accessed 2026-09-29.