S. Dissolutions and Withdrawals (G.S. 55-14 and G.S. 55-15) (Articles 14 and
15 of the "Business Corporation Act") (G.S. 105-127)
- Dissolutions (Section .2101)
- Voluntary Dissolution
A corporation is dissolved immediately upon the effective
date of filing the articles of dissolution with the Secretary
of State. Although a tax clearance is no longer a part of
the Secretary of State's voluntary dissolution process, this
in no way relieves the corporation of its liability to file
all tax reports and returns due and pay all taxes due the
Department of Revenue. The Department will continue to notify
a corporation of any unfulfilled tax requirements.
After the end of the year in which dissolution occurs, a dissolved corporation
is not subject to the annual franchise tax unless the corporation engages
in business activities not appropriate to winding up and liquidating its
business and affairs.
- Administrative Dissolution
The Secretary of State may administratively dissolve corporations for
various non-compliance reasons. Once this dissolution occurs, the corporation
may apply to the Secretary of State for reinstatement. The administrative
dissolution in no way relieves the corporation of its liability to file
all reports and returns due and pay all taxes due the Department.
- Withdrawals (Section .2102)
Before a foreign corporation is permitted to withdraw its certificate of authority
to do business in North Carolina, it must file all tax reports and returns
due and pay all taxes due. The same general procedure followed with respect
to dissolutions, of notifying a corporation of any unfulfilled tax requirements,
will also be followed for corporations withdrawing from North Carolina.
Note: A corporation which is dissolving or withdrawing is required
to file an income tax return for the current year within seventy-five days
after the close of business in this State. In this final return, the corporation
must include in income any unrealized, deferred or unreported profit from
installment sales and pay the tax due with such return.