N.C. Gen. Stat. § 55-11-09
Merger with nonprofit corporation
Redline — June 1, 2021 → current.View current text →
Current — April 1, 2022
As of June 1, 2021
(1) One or more domestic or foreign nonprofit corporations may merge with one or more domestic corporations if: Each domestic nonprofit corporation complies with the applicable provisions of G.S. 55A-11-01 through G.S. 55A-11-03;
(1) One or more domestic or foreign nonprofit corporations may merge with one or more domestic corporations if: Each domestic nonprofit corporation complies with the applicable provisions of G.S. 55A-11-01 through G.S. 55A-11-03;
(2) In a merger involving one or more foreign nonprofit corporations, the merger is permitted by law of the state or country under whose law each foreign nonprofit corporation is incorporated and, to the extent applicable, each domestic corporation and each domestic or foreign nonprofit corporation complies with that law in effecting the merger;
(2) In a merger involving one or more foreign nonprofit corporations, the merger is permitted by law of the state or country under whose law each foreign nonprofit corporation is incorporated and, to the extent applicable, each domestic corporation and each domestic or foreign nonprofit corporation complies with that law in effecting the merger;
(3) The domestic or foreign nonprofit corporation complies with G.S. 55-11-05 if it is the surviving corporation; and
(3) The domestic or foreign nonprofit corporation complies with G.S. 55-11-05 if it is the surviving corporation; and
(4) Each domestic corporation complies with the applicable provisions of G.S. 55-11-01, 55-11-03, and 55-11-04 and, if it is the surviving corporation, with G.S. 55-11-05.
(4) Each domestic corporation complies with the applicable provisions of G.S. 55-11-01, 55-11-03, and 55-11-04 and, if it is the surviving corporation, with G.S. 55-11-05.
(5) Repealed by Session Laws 2005, c. 268, s. 25.
(5) Repealed by Session Laws 2005, c. 268, s. 25.
(6) This section does not limit the power of a domestic or foreign nonprofit corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.
(6) This section does not limit the power of a domestic or foreign nonprofit corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.
History
(1995, c. 400, s. 13; 2001-387, ss. 20, 21; 2005-268, s. 25.)
SUPPLEMENTAL NORTH CAROLINA COMMENTARY (2005)
Effective October 1, 2005, this section is amended to provide that if any of the merging corporations is a foreign nonprofit corporation, each merging domestic business corporation and any merging domestic nonprofit corporation must comply with the laws of the state or country of incorporation of the foreign nonprofit corporation to the extent applicable in addition to the merging foreign nonprofit corporation complying with those laws. Other amendments reflect the relocation to G.S. 55-11-05 and 55-11-06 from this section of certain provisions applying if a foreign nonprofit corporation is the surviving corporation in the merger.
Official source: North Carolina General Assembly. Reproduced from public-domain North Carolina statutes; confirm against the official source for the current text. Not legal advice.