Guide to Filing Articles of Dissolution in North Carolina

Guide to filing Articles of Dissolution in North Carolina, including required details, authorization rules, effective dates, signatures, and filing steps.

Filing Requirements Guide North Carolina Articles of Dissolution

Filing the Articles of Dissolution in North Carolina is a required legal process for formally ending a business corporation under §55-14-03 of the North Carolina General Statutes. The form issued by the Department of the Secretary of State requires corporations to provide essential details, including the corporate name, officers, directors, and the date of authorization.

Articles of Dissolution in North Carolina

The Articles of Dissolution in North Carolina is the official document that a business corporation must file with the Department of the Secretary of State to formally dissolve under §55-14-03 of the North Carolina General Statutes.

This filing confirms that the corporation has followed the required statutory procedures, including providing essential corporate information, identifying officers and directors, and certifying that the dissolution was properly authorized by both the board of directors and shareholders.

• The name of the corporation was registered with the Secretary of State.
• Names, titles, and addresses of the officers of the corporation.
• Names and addresses of the directors of the corporation.
• The date on which the dissolution was authorized, written with full day, month, and year.
• Confirmation that shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes.
• Effective date of dissolution, which becomes effective upon filing unless a delayed date or time is specified.
• Signature of an authorized individual, along with the typed or printed name and title.
• Filing fee of $30, to be submitted to the Secretary of State at the address specified in the form.

These elements ensure that the dissolution complies fully with North Carolina corporate law and that the Secretary of State receives complete and accurate documentation for closing the corporation’s legal existence.

Articles of Dissolution in North Carolina

Required Information for Articles of Dissolution

When filing the Articles of Dissolution in North Carolina, the corporation must provide specific information exactly as required by the form issued by the Department of the Secretary of State. These details ensure that the dissolution is properly documented under §55-14-03 of the North Carolina General Statutes and that the state can accurately identify the entity being dissolved.

1. Corporation Name

The Articles of Dissolution must include the name of the corporation exactly as it appears in the official records of the North Carolina Secretary of State. This requirement ensures that the correct business entity is being dissolved and prevents confusion with any other registered corporation. Providing the exact legal name is a mandatory step in completing the form.

2. Officers of the Corporation

The corporation is required to list the names, titles, and addresses of the officers. This section documents the leadership responsible for the corporation at the time of dissolution. Including full officer information allows the Secretary of State to verify the individuals associated with the corporation and ensures compliance with the statutory requirements outlined in the form.

3. Directors of the Corporation

In addition to officer details, the form also requires the names and addresses of the directors of the corporation. Directors hold responsibility for authorizing actions on behalf of the corporation, including dissolution. Listing all directors ensures that the state has an accurate record of the individuals serving in governance roles at the time the dissolution was approved.

Authorization of Dissolution

The Articles of Dissolution includes documenting the date on which the dissolution was approved and affirming with North Carolina law. These requirements ensure that the dissolution aligns with the procedures set forth by Chapter 55 of the North Carolina General Statutes and that the action was validly taken by the corporation’s governing parties.

1. Date of Authorization

The form requires the corporation to specify the exact date on which the dissolution was authorized. This date must be written on the form as the day, month, and year of approval. Including the authorization date verifies that the proper corporate procedures were followed before submitting the Articles of Dissolution to the Secretary of State.

2. Shareholder Approval

The Articles of Dissolution must state that shareholder approval for the dissolution was obtained as required by Chapter 55 of the North Carolina General Statutes.

This confirms that the dissolution was authorized in accordance with state law and that the shareholders who hold ownership interests in the corporation approved the decision following the statutory requirements. This statement is mandatory and must appear exactly as indicated in the form.

Authorization of Dissolution

Effective Date of Articles of Dissolution

• Effective upon filing unless a delayed date is specified

The Articles of Dissolution become effective immediately once they are filed with the North Carolina Secretary of State, unless the corporation chooses to complete the optional delayed effective date section. This ensures that the corporation fully controls when the dissolution takes legal effect.

• A delayed date and/or time may be inserted

The form provides a dedicated space where the corporation may enter a delayed effective date and time if it wishes the dissolution to begin later than the filing date. This allows corporations to coordinate the dissolution with their internal business timeline.

• The delayed date must follow the format required by the form

Any delayed effective date or time must be clearly written in the designated field to ensure the Secretary of State applies it correctly as part of the dissolution process. Providing the date in the correct format helps avoid filing errors or processing delays.

• If left blank, the dissolution becomes effective immediately

If no delayed effective date is provided, the Secretary of State will treat the dissolution as effective upon filing, meaning the corporation is dissolved as soon as the form is processed. This default rule applies automatically unless the corporation chooses otherwise.

Signature Requirements

• The corporation’s name must be written again in the signature section

The signature block requires the corporation to enter its name once more to clearly identify the entity being dissolved at the final step of the form. This repetition ensures there is no confusion about which corporation is certifying the dissolution.

• An authorized individual must sign the Articles of Dissolution

The form requires a valid signature from someone authorized to act on behalf of the corporation, such as an officer or director. This confirms that the dissolution has been executed by a legally responsible party.

• The signer must type or print their name and title

Along with the signature, the individual must provide their typed or printed name and official title to verify their authority within the corporation. This step ensures the Secretary of State can clearly identify who executed the filing.

• The date of signing must be included

The form requires the exact day, month, and year on which the Articles of Dissolution were signed, providing an official timestamp for the corporation’s final approval. Including the date ensures the filing reflects an accurate timeline of the dissolution process.

Signature Requirements

Filing Fee and Submission Instructions

• The filing fee is $30

The Articles of Dissolution must be submitted with a $30 filing fee as stated in the form’s notes section, ensuring the Secretary of State can process the dissolution. This fee is mandatory for every corporation seeking legal dissolution in North Carolina.

• The document must be filed with the Secretary of State

The form explicitly states that the Articles of Dissolution must be filed with the North Carolina Department of the Secretary of State to take effect. This requirement ensures the dissolution is recorded officially in state corporate records.

• Documents are submitted to the Corporations Division address

Filers are instructed to submit the form to the Corporations Division at P.O. BOX 29622, Raleigh, NC 27626-0622, which is the designated address for corporate filings. This ensures the document is routed to the correct department for processing.

• Form identification details must match the state’s requirements

The document identifies itself as Form B-06, Revised January 2000, ensuring corporations use the correct and most updated version for filing. Using the proper form version helps prevent rejection or processing delays.

Conclusion

Completing the Articles of Dissolution in North Carolina is simple when corporations follow state requirements, provide full officer and director details, and certify proper authorization under Chapter 55. By submitting accurate information, the correct effective date, and the required fee. For a faster, smoother filing experience, FastFile can help prepare and submit your North Carolina Articles of Dissolution with confidence.