§ 55-10-07. Restated articles of incorporation.

268 words·~1 min read·/nc/chapter-55/55-10-07

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document.

(b)The restated articles of incorporation may include one or more new amendments to the articles. If the restated articles of incorporation include a new amendment requiring shareholder approval, it must be adopted and approved as provided in G.S. 55-10-03. The restated articles of incorporation may include a statement of the address of the current registered office and the name of the current registered agent of the corporation, and no other.

(c)Repealed by Session Laws 2005, c. 268, s. 15.

(d)A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement which shall:

(1)Set forth the name of the corporation;

(2)Attach as an exhibit thereto the text of the restated articles of incorporation;

(3)State that the restated articles of incorporation consolidate all amendments into a single document; and

(4)If the restated articles of incorporation contain a new amendment to the articles, include the statements required by G.S. 55-10-06.

(e)Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the original articles of incorporation.

(f)The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect without including the other information required by subsection

(d)of this section. (1955, c. 1371, s. 1; 1989, c. 265, s. 1; 1991, c. 645, ss. 11, 18; 2005-268, s. 15.)