Corporation Voluntary Dissolution and Closure Packet - North Carolina

NORTH CAROLINA CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual, solvent North Carolina domestic business corporation. Do not use for a disputed or judicial dissolution, insolvency or bankruptcy, nonprofit corporation, regulated entity, merger, or unresolved authority or ownership dispute.

Separate systems remain separate. North Carolina articles of dissolution do not themselves close federal or state tax accounts, payroll, licenses, bank accounts, contracts, benefit plans, insurance, or foreign registrations.

Use this packet with the universal board resolution and universal plan of dissolution and liquidation, customized to the North Carolina authorization route below.

1. ENTITY AND ROUTE CHECK

☐ State record, articles, bylaws, stock ledger, shareholder agreements, and board records reviewed.

☐ Domestic business-corporation status and delinquency facts confirmed.

2. NORTH CAROLINA AUTHORIZATION GATE

Select one route:

☐ No shares issued — G.S. 55-14-01. The board, or a majority of incorporators if there are no directors, authorized dissolution. Confirm that no shares were issued and no corporate debt remains unpaid.

☐ Board proposal and shareholder approval — G.S. 55-14-02. The board proposed dissolution and made the required recommendation or communicated its basis for not recommending approval. Every shareholder received meeting notice stating that dissolution would be considered. Unless a greater or voting-group requirement applies, a majority of all votes entitled to be cast approved.

Approval record

3. ARTICLES AND WINDING UP

For the no-share route, G.S. 55-14-01 requires the articles to identify the corporation, officers, directors or incorporators, incorporation date, no-share and no-unpaid-debt certifications, and authorization.

For the shareholder route, G.S. 55-14-03 requires the corporate name, officer and director names and addresses, authorization date, and a statement that shareholder approval was obtained. Dissolution occurs on the articles' effective date.

Under G.S. 55-14-05, the dissolved corporation continues its corporate existence but may conduct only appropriate winding-up and liquidation work, including collecting assets, disposing of property not distributed in kind, discharging or providing for liabilities, distributing remaining property according to shareholder interests, and completing other necessary acts.

☐ Ordinary business stopped except for lawful winding-up activity.

☐ Assets, liabilities, contingent claims, litigation, contracts, taxes, payroll, benefits, guarantees, liens, and records inventoried.

☐ Liabilities discharged or adequately provided for before shareholder distributions.

Claim and reserve log

Do not use an optional statutory claims-notice procedure unless North Carolina counsel verifies the selected procedure, notice text, recipients, deadlines, reserves, and consequences.

4. NORTH CAROLINA FILING PREPARATION

☐ Current Secretary of State articles-of-dissolution filing route selected for the no-share or shareholder-approved dissolution.

☐ Exact corporate name, officers, directors or incorporators, addresses, authorization date, and effective-date instructions checked against the current filing requirements.

☐ Current form, fee, signer requirements, and submission channel rechecked immediately before filing.

☐ Filing acceptance and effective date retained.

5. SEPARATE CLOSURE WORK

☐ Final payroll, wage, benefits, and employee notices completed.

☐ Federal and North Carolina tax and information-return work reviewed separately.

☐ Licenses, permits, assumed names, contracts, insurance, subscriptions, utilities, and financial accounts separately closed or transferred.

☐ Foreign registrations separately withdrawn.

☐ Records retained at [LOCATION] by [CUSTODIAN] through [DATE].

6. FINAL CLOSURE CERTIFICATE

The undersigned certifies that the selected corporate authorization and winding-up plan are documented; liabilities were paid or provided for before distributions; the North Carolina filing was accepted; and tax, payroll, licensing, contract, account, and foreign-registration tasks are completed or assigned.

Authorized officer/director: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• North Carolina General Assembly — Chapter 55, Article 14
• North Carolina General Assembly — G.S. 55-14-05

Statutes verified 2026-07-29; recheck the current Secretary of State form, fee, and filing instructions immediately before submission.