North Carolina Corporation Law

The North Carolina Business Corporation Act defines Corporation or Domestic Corporation as a corporation incorporated for profit or a corporation having capital stock and not a foreign corporation under the rules of the state of North Carolina.  One or more persons may act as the incorporator or incorporators of a corporation.  Such corporations have the liberty to engage in any lawful business unless a more limited purpose is set forth in its articles of incorporation.  Each corporation shall maintain a registered office and registered agent in the state of North Carolina.  The registered office need not be the same as any of its places of business.

The corporate existence of a corporation begins when the articles of incorporation is filed with the Secretary of State.  After incorporation the initial directors shall hold an organizational meeting to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.  An organizational meeting may be held in or out of the State of North Carolina.

The incorporators or board of directors of a corporation may adopt initial bylaws for the corporation.  The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation.  The bylaws shall not be inconsistent with its articles of incorporation or with the laws of the state of North Carolina.

All corporate powers shall be exercised by or under the authority of its board of directors.  The authority of the board of directors shall be subject to any limitation set forth in the articles of incorporation.  The articles of incorporation or bylaws may prescribe qualifications for directors.  A director need not be a resident of the state of North Carolina or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.  Board of directors shall consist of one or more natural persons with the number specified in or fixed in accordance with the articles of incorporation or bylaws.  The number of directors may be increased or decreased from time to time by amendment or in the manner provided in the articles of incorporation or the bylaws.

The articles of incorporation shall 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 shall prescribe a distinguishing designation for each class.

A corporation may hold the annual shareholders’ meeting in or outside this state at the place stated in or fixed in accordance with the bylaws.  If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold the annual meeting at its principal office.  Failure to hold an annual meeting in one or more years does not affect the validity of any corporate action.

To learn more about North Carolina corporations, please visit the North Carolina Secretary of State Corporations Division website.


Inside North Carolina Corporation Law