GENERAL ASSEMBLY OF NORTH CAROLINA

SESSION 2001

 

 

SESSION LAW 2002-58

HOUSE BILL 1503

 

 

AN ACT to amend the law relating to special meetings of shareholders under the north carolina business corporation act, to amend the law relating to dissenters' rights under the north carolina business corporation act, to clarify that a general partner must execute documents for filing by the secretary of state, and to clarify the law relating to registration of general partnerships, as recommended by the general statutes commission.

 

The General Assembly of North Carolina enacts:

 

SECTION 1.  G.S. 55-7-02(a) reads as rewritten:

"(a)      A corporation shall hold a special meeting of shareholders:

(1)       On call by of its board of directors or by one or more officers of the corporation authorized to do so by the articles of incorporation or bylaws or, in the case of a corporation that is not a public corporation, by any otherthe person or persons authorized to do so by the articles of incorporation or the bylaws; or

(2)       Within In the case of a corporation that is not a public corporation, within 30 days after the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held; except however that, unless otherwise provided in the articles of incorporation, the call of a special meeting by shareholders is not available to the shareholders of a public corporation.held. The written demand shall cease to be effective on the sixty-first day after the date of signature appearing on the demand unless prior to the sixty-first day the corporation has received effective written demands from holders sufficient to call the special meeting."

SECTION 2.  G.S. 55-13-20(b) reads as rewritten:

"(b)      If corporate action creating dissenters' rights under G.S. 55-13-02 is taken without a vote of shareholders or is taken by shareholder action without meeting under G.S. 55-7-04, the corporation shall no later than 10 days thereafter notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in G.S. 55-13-22. A shareholder who consents to shareholder action taken without meeting under G.S. 55-7-04 approving a corporate action is not entitled to payment for the shareholder's shares under this Article with respect to that corporate action."

SECTION 3.  G.S. 55-13-22(a) reads as rewritten:

"(a)      If proposed corporate action creating dissenters' rights under G.S. 55-13-02 is approved at a shareholders' meeting, the corporation shall mail by registered or certified mail, return receipt requested, a written dissenters' notice to all shareholders who satisfied the requirements of G.S. 55-13-21. If proposed corporate action creating dissenters' rights under G.S. 55-13-02 is approved by shareholder action without meeting pursuant to G.S. 55-7-04, the corporation shall mail by registered or certified mail, return receipt requested, a written dissenters' notice to each shareholder entitled to assert dissenters' rights. A shareholder who consents to such action taken without meeting pursuant to G.S. 55-7-04 approving a proposed corporate action is not entitled to payment for the shareholder's shares under this Article with respect to that corporate action."

SECTION 4.  G.S. 59-35.1(b) reads as rewritten:

"(b)      A document submitted under this Act for filing by the Secretary of State on behalf of a general partnership must be executed by a general partner of the partnership."

SECTION 5.  G.S. 59-84.2 is amended by adding the following new subsection to read:

"(k)      If a registered limited liability partnership is dissolved but its business is continued by some of its partners with or without others in a new partnership under the same name, then (i) the new partnership shall automatically succeed to the registration of the dissolved original partnership as a registered limited liability partnership and (ii) the dissolved original partnership shall be deemed to be registered as a registered limited liability partnership until the winding up of its affairs is completed."

SECTION 6.  Sections 2, 3, and 4 of this act are effective January 1, 2002. Section 5 of this act is effective October 1, 1993. The remainder of this act is effective when it becomes law.

In the General Assembly read three times and ratified this the 23rd day of July, 2002.

 

 

                                                                    s/ Marc Basnight

                                                                         President Pro Tempore of the Senate

 

 

                                                                    s/ James B. Black

                                                                         Speaker of the House of Representatives

 

 

                                                                    s/ Michael F. Easley

                                                                         Governor

 

 

Approved 11:40 a.m. this 1st day of August, 2002