55-6-01. Authorized shares. (a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance […]
55-6-02. Terms of class or series determined by board of directors. (a) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in G.S. 55-6-01) of (1) any class of shares before the issuance of any shares […]
55-6-03. Issued and outstanding shares. (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled. (b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of […]
55-6-04. Fractional shares. (a) A corporation may: (1) Issue fractions of a share or pay in money the value of fractions of a share; (2) Arrange for disposition of fractional shares by the shareholders; (3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to […]
55-6-20. Subscription for shares before incorporation. (a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms of subscriptions for shares that were entered into […]
55-6-21. Issuance of shares. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. Unless the articles of incorporation or bylaws provide otherwise, the powers granted in this section to the board of directors may be delegated, within limits prescribed by the […]
55-6-22. Liability of shareholders. (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (G.S. 55-6-21) or specified in the subscription agreement (G.S. 55-6-20). (b) Unless otherwise […]
55-6-23. Share dividends. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend. (b) Shares of one class or series may not […]
55-6-24. Rights, options, and warrants. (a) A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors, or officers of the corporation who are designated by the board of directors pursuant to G.S. 55-6-21(a), shall determine the terms upon which the rights, options, or warrants are […]
55-6-25. Form and content of certificates. (a) Shares may but need not be represented by certificates. Unless this act or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. (b) At a minimum each share certificate must state on its face: (1) […]
55-6-26. Shares without certificate. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they […]
55-6-27. Restriction on transfer of shares and other securities. (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless […]
55-6-28. Expense of issue. A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. (1989, c. 265, s. 1.)
55-6-30. Shareholders’ preemptive rights. (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation or subsection (d) of this section so provide. (b) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" […]
55-6-31. Corporation’s acquisition of its own shares. (a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. (b) If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the […]
55-6-40. Distributions to shareholders. (a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c). (b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution (other than […]
