North Carolina Articles of Dissolution

Introduction

Key Things to Know

1. 1

   North Carolina articles of dissolution are the filing that ends a domestic for-profit business corporation's existence with the Secretary of State under General Statutes Section 55-14-03. This state does use the name articles of dissolution, and publishes it as Form B-06, Articles of Dissolution by Board of Directors and Shareholders, Business Corporation, revised April 2020. A North Carolina LLC files Form L-07 instead, and a nonprofit corporation uses its own Chapter 55A forms.

2. 2

   No tax clearance certificate and no Department of Revenue consent gates the filing. Section 55-14-03(a) enumerates five recitals and none of them is tax-related, and the literal word clearance returns zero hits across all of Chapter 55, across Chapter 55D Article 2, across Chapter 105 Article 9, and on both business-corporation dissolution forms.

3. 3

   The real tax interaction is a suspension, not a certificate. Section 105-230(a) has the Secretary of Revenue report a corporation 90 days delinquent on any report, return, tax or fee, and the Secretary of State then suspends its articles of incorporation, terminating its powers and franchises. Section 105-230(b) makes any act attempted during the suspension invalid and of no effect. Reinstatement under Section 105-232 takes everything owed plus a $25 fee to the Secretary of Revenue, and relates back to the suspension date.

4. 4

   Which form you use turns on whether shares were ever issued. Form B-06 is the Section 55-14-03 route for a corporation that has issued shares and therefore needs the shareholder vote. Form B-05, Articles of Dissolution Prior to Issuance of Shares, is the Section 55-14-01 route, open only where no shares have been issued and no debt of the corporation remains unpaid, and it is authorized by a majority of the directors or, if there are none, a majority of the incorporators. Both cost $30.

5. 5

   The fee is $30 under Section 55-1-22(a)(13), matched by the Secretary of State forms catalog and by the note printed on the form face. Expedited handling is a separate optional charge under Section 55D-11: $200 to file by the end of the same business day on a document received by 12:00 noon, or $100 within 24 hours excluding weekends and holidays.

6. 6

   The vote is a majority of all the votes entitled to be cast on the proposal, not a majority of the votes actually cast, unless the articles of incorporation, a bylaw adopted by the shareholders, or the board requires more (Section 55-14-02(e)). Every shareholder has to be notified of the meeting whether or not entitled to vote, and the notice must state that considering dissolution is a purpose of it (Section 55-14-02(d)).

7. 7

   Notice to claimants is optional on both available tracks, and that is where exposure accumulates. Section 55-14-06 lets a dissolved corporation write to its known claimants after the effective date, setting a deadline no fewer than 120 days out, after which a rejected claimant has 90 days to sue. Section 55-14-07 lets it publish once in a county newspaper, which bars unnotified, unacted-on and contingent claims after five years. Publish nothing and that five-year clock never starts.

North Carolina Requirements for Articles of Dissolution

• No Tax Clearance Certificate and No Revenue Consent

  Nothing has to be obtained from the Department of Revenue and nothing tax-related is attached. General Statutes Section 55-14-03(a) enumerates five recitals and none is tax-related, and Form B-06 adds only an optional delayed effective date. The literal word clearance returns zero hits across all of Chapter 55, across Chapter 55D Article 2, across Chapter 105 Article 9, and on both business-corporation dissolution forms.

• Charter Suspension Under Section 105-230 Voids Acts

  The real tax interaction is a suspension rather than a certificate. Section 105-230(a) has the Secretary of Revenue report a corporation 90 days delinquent on any report, return, tax or fee, and the Secretary of State then suspends its articles of incorporation, terminating its powers and franchises. Section 105-230(b) makes any act attempted during the suspension invalid and of no effect. Reinstatement under Section 105-232 takes everything owed plus a $25 fee to the Secretary of Revenue.

• Form B-06, or Form B-05 Before Shares Are Issued

  Form B-06, Articles of Dissolution by Board of Directors and Shareholders, Business Corporation, revised April 2020, is the Section 55-14-03 route for a corporation that has issued shares. Form B-05, Articles of Dissolution Prior to Issuance of Shares, is the Section 55-14-01 route, open only where no shares have been issued and no debt remains unpaid, authorized by a majority of the directors or, if none, the incorporators. North Carolina is a one-step state with no intent-to-dissolve precursor filing.

• Thirty Dollar Fee, Expedite Priced Separately

  Section 55-1-22(a)(13) sets the articles of dissolution fee at $30.00, matched by the Secretary of State forms catalog and by note 1 on the form face. Expedited filing under Section 55D-11 is additive and optional: $200 to file by the end of the same business day on a document received by 12:00 noon, or $100 within 24 hours excluding weekends and holidays. Advisory pre-review is $200. Articles of revocation of dissolution are $10.00.

• Majority of All Votes Entitled to Be Cast

  Section 55-14-02(e) requires approval by a majority of all the votes entitled to be cast on the proposal, not a majority of votes actually cast, unless the articles of incorporation, a shareholder-adopted bylaw or the board sets it higher. The board must recommend approval unless a conflict of interest or other special circumstances apply or Section 55-8-26 applies, in which case it must communicate the basis for not recommending. Every shareholder is notified whether or not entitled to vote.

• Optional Claimant Notice, 120 Day Minimum Deadline

  Section 55-14-06(a) makes the known-claimant procedure elective, and the statute says claimant rather than creditor. Elect it and the content rules bind: written notice to known claimants at any time after the effective date, describing what a claim must contain, giving a mailing address, stating a deadline no fewer than 120 days from the effective date of the notice, and stating that a late claim is barred. A claimant whose claim is rejected in writing then has 90 days to commence a proceeding.

• Five Year Bar Only If You Publish

  Section 55-14-07 is elective too, and it is the only way to cut off stragglers. Publish notice one time in a newspaper of general circulation in the county where the principal office, or the registered office if none is in the state, is or was last located, and claims by anyone who got no written notice, anyone whose timely claim went unacted on, and anyone holding a contingent or post-dissolution claim are barred unless they sue within five years of publication. Publish nothing and the five-year clock never starts.

• Existence Continues, and 120 Days to Revoke

  Section 55-14-05(a) keeps corporate existence alive for winding up and liquidation, and Section 55-14-05(b) confirms dissolution does not transfer title to property, prevent or abate proceedings against the corporation, or terminate the registered agent's authority. The annual franchise tax stops only after the end of the tax year in which dissolution occurs (Section 55-14-05(c)). Section 55-14-04(a) allows revocation within 120 days of the effective date, relating back as if dissolution never occurred.