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R. 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
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 of notifying a corporation that is dissolving 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.
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