§ 55-2-02. Articles of incorporation.

891 words·~4 min read·/nc/chapter-55/55-2-02

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(a)The articles of incorporation must set forth:

(1)A corporate name for the corporation that satisfies the requirements of G.S. 55D-20 and G.S. 55D-21;

(2)The number of shares the corporation is authorized to issue and any other information required by G.S. 55-6-01;

(3)The street address, and the mailing address if different from the street address, of the corporation's initial registered office, the county in which the initial registered office is located, and the name of the corporation's initial registered agent at that address;

(3a)The street address, and the mailing address if different from the street address, of the corporation's principal office, if any, and the county in which the principal office, if any, is located; and

(4)The name and address of each incorporator.

(b)The articles of incorporation may set forth any provision that under this Chapter is required or permitted to be set forth in the bylaws, and may also set forth any or all of the following:

(1)The names and addresses of the individuals who are to serve as the initial directors.

(2)Provisions not inconsistent with law regarding

(i)the purpose or purposes for which the corporation is organized;

(ii)managing the business and regulating the affairs of the corporation;

(iii)defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;

(iv)a par value for authorized shares or classes of shares;

(v)the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; and

(vi)any limitation on the duration of the corporation.

(3)A provision limiting or eliminating the personal liability of any director arising out of an action whether by or in the right of the corporation or otherwise for monetary damages for breach of any duty as a director or limiting or eliminating the personal liability of any officer arising out of an action for monetary damages for breach of any duty as an officer. No such provision shall be effective with respect to

(i)acts or omissions that the director or officer at the time of the breach knew or believed were clearly in conflict with the best interests of the corporation,

(ii)in the case of a director, any liability under G.S. 55-8-33,

(iii)any transaction from which the director or officer derived an improper personal benefit,

(iv)acts or omissions occurring prior to the date the provision became effective, or

(v)in the case of an officer, any claim by or in the right of the corporation. As used in this subdivision, the term "improper personal benefit" does not include a director's reasonable compensation or other reasonable incidental benefit for or on account of the director's service as a director, officer, employee, independent contractor, attorney, or consultant of the corporation. A provision permitted by this Chapter in the articles of incorporation, bylaws, or a contract or resolution indemnifying or agreeing to indemnify a director against personal liability is fully effective whether or not there is a provision in the articles of incorporation limiting or eliminating personal liability.

(4)A provision limiting or eliminating any duty of a director, an officer, or any other person, to offer the corporation the right to have or participate in one or more specific classes or categories of business opportunities, prior to the pursuit or taking of the opportunity by the director, officer, or other person.

(c)The articles of incorporation need not set forth any of the corporate powers enumerated in this Chapter.

(d)Articles of incorporation filed to effect the conversion of another business entity pursuant to Article 11A of this Chapter shall also include the statements required by G.S. 55-11A-03(a).

(e)For purposes of subdivision (b)(3) of this section, unless the articles of incorporation otherwise provide, "officer" means an individual appointed in accordance with G.S. 55-8-40 as

(i)president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, secretary, controller, treasurer, or chief accounting officer of the corporation and

(ii)any officer of the corporation designated by resolution of the board of directors as an officer for purposes of subdivision (b)(3) of this section. The board of directors may from time to time by resolution determine that one or more of the officers designated by resolution of the board in accordance with this subsection is no longer an officer for purposes of subdivision (b)(3) of this section, but no such resolution is effective as to an officer, or any act or omission of the officer, prior to the adoption of that resolution. (Code, s. 677; 1885, c. 19; 1889, c. 170; 1891, c. 257; 1893, c. 244; 1901, c. 2, s. 8; c. 47; 1903, c. 453; Rev., s. 1137; 1911, c. 213, s. 1; 1913, c. 5, s. 1; C.S., s. 1114; Ex. Sess. 1920, c. 55; 1924, c. 98; 1935, cc. 166, 320; 1939, c. 222; G.S., s. 55-2; 1951, c. 265, s. 1; 1955, c. 1371, s. 1; 1957, c. 979, s. 5; 1959, c. 1316, s. 11/2; 1969, c. 751, s. 2; 1973, c. 469, s. 2; 1987, c. 626, s. 1; 1989, c. 265, s. 1; 1993, c. 552, s. 6; 2001-358, s. 16; 2001-387, ss. 8, 9, 173, 175(a); 2001-413, s. 6; 2018-45, s. 2; 2025-33, s. 1.)