§ 55-1-40. Chapter definitions.
Part 4. Definitions.
§ 55‑1‑40. Chapter definitions.
In this Chapter unlessotherwise specifically provided:
(1) "Articles ofincorporation" include amended and restated articles of incorporation andarticles of merger.
(2) "Authorizedshares" means the shares of all classes a domestic or foreign corporationis authorized to issue.
(2a) "Businessentity," as used in G.S. 55‑11‑10 and Article 11A of thisChapter, means a domestic corporation (including a professional corporation asdefined in G.S. 55B‑2), a foreign corporation, a domestic or foreignnonprofit corporation, a domestic or foreign limited liability company, adomestic or foreign limited partnership, a registered limited liabilitypartnership or foreign limited liability partnership as defined in G.S. 59‑32,or any other partnership as defined in G.S. 59‑36 whether or not formedunder the laws of this State.
(3) "Conspicuous"means so written that a reasonable person against whom the writing is tooperate should have noticed it. For example, printing in italics or boldface orcontrasting color, or typing in capitals or underlined, is conspicuous.
(4) "Corporation"or "domestic corporation" means a corporation for profit or acorporation having capital stock that is incorporated under or subject to theprovisions of this Chapter and that is not a foreign corporation except that inG.S. 55‑9‑01 and G.S. 55‑15‑21 "corporation"includes domestic and foreign corporations.
(5) "Deliver"includes mail.
(6) "Distribution"means a direct or indirect transfer of money or other property (except its ownshares) or incurrence of indebtedness by a corporation to or for the benefit ofits shareholders in respect of any of its shares. A distribution may be in theform of a declaration or payment of a dividend; a purchase, redemption, orother acquisition of shares; a distribution of indebtedness; or otherwise.
(6a) "Dividendcredit" as used in G.S. 55‑6‑01(d)(5) means the aggregate ofall yearly dividend credits. "Yearly dividend credit" means withrespect to noncumulative preferred shares, the amount by which the fulldividend preference of such a share, to the extent that such preference isearned by the corporation with respect to such a share in a particular fiscalyear, exceeds the dividends paid on said share for that year; provided, that nodividend credit shall accrue unless, and only to the extent that, there existsan earned surplus at the end of such fiscal year. Computations of earningsallocable to classes of shares made in good faith by the board of directors inaccordance with generally accepted accounting principles shall be conclusive.For the purpose of this definition, a dividend is deemed paid if it has beendeclared and funds for its payment have been set aside.
(6b) "Domesticlimited liability company" has the same meaning as in G.S. 57C‑1‑03.
(6c) "Domesticlimited partnership" has the same meaning as in G.S. 59‑102.
(6d) "Domesticnonprofit corporation" means a corporation as defined in G.S. 55A‑1‑40.
(7) "Effective dateof notice" is defined in G.S. 55‑1‑41.
(8) "Electronic"has the same meaning as in G.S. 66‑312.
(8a) "Electronicrecord" has the same meaning as in G.S. 66‑312.
(8b) "Electronicsignature" has the same meaning as in G.S. 66‑312.
(9) "Entity"includes (without limiting the meaning of such term in Article 9 of thisChapter):
a. Any domestic orforeign:
1. Corporation;nonprofit corporation; professional corporation;
2. Limited liabilitycompany;
3. Profit and nonprofitunincorporated association; and
4. Business trust,estate, partnership, trust;
b. Two or more personshaving a joint or common economic interest; and
c. The United States,and any state and foreign government.
(10) "Foreigncorporation" means a corporation for profit incorporated under a law otherthan the law of this State.
(10a) "Foreign limitedliability company" has the same meaning as in G.S. 57C‑1‑03.
(10b) "Foreign limitedpartnership" has the same meaning as in G.S. 59‑102.
(10c) "Foreignnonprofit corporation" means a foreign corporation as defined in G.S. 55A‑1‑40.
(11) "Governmentalsubdivision" includes authority, county, district, and municipality.
(12) "Includes"means a partial definition.
(13) "Individual"denotes a natural person legally competent to act and also includes the estateof an incompetent or deceased individual.
(13a) An item is"mailed" when it is deposited in the United States mail with postagethereon prepaid and correctly addressed. When a corporation mails an item to ashareholder, "correctly addressed" means addressed to theshareholder's address as shown in the corporation's current record ofshareholders.
(14) "Means"denotes an exhaustive definition.
(14a) "Merger" asused in Article 9 includes a "share exchange" as used in Article 11.
(15) "Notice"includes demand and is defined in G.S. 55‑1‑41.
(16) "Person"includes individual and entity.
(17) "Principaloffice" means the office (in or out of this State) where the principalexecutive offices of a domestic or foreign corporation are located, asdesignated in its most recent annual report filed with the Secretary of Stateor, in the case of a domestic or foreign corporation that has not yet filed anannual report, in its articles of incorporation or application for acertificate of authority, respectively.
(18) "Proceeding"includes civil suit and criminal, administrative, and investigatory action.
(18a) "Publiccorporation" means any corporation that has a class of shares registeredunder Section 12 of the Securities Exchange Act of 1934, as amended (15 U.S.C.§ 78l ).
(19) "Recorddate" means the date established under Article 6 or 7 on which acorporation determines the identity of its shareholders for purposes of thisChapter.
(20) "Secretary"means the corporate officer to whom the board of directors has delegatedresponsibility under G.S. 55‑8‑40(c) for custody of the minutes ofthe meetings of the board of directors and of the shareholders and forauthenticating records of the corporation.
(21) "Shares"means the units into which the proprietary interests in a corporation aredivided.
(22) "Shareholder"means the person in whose name shares are registered in the records of acorporation or the beneficial owner of shares to the extent of the rightsgranted by a nominee certificate on file with a corporation.
(23) "State",when referring to a part of the United States, includes a state andcommonwealth (and their agencies and governmental subdivisions) and a territoryand insular possession (and their agencies and governmental subdivisions) ofthe United States.
(24) "Subscriber"means a person who subscribes for shares in a corporation, whether before orafter incorporation.
(24a) "Unincorporatedentity" means a domestic or foreign limited liability company, a domesticor foreign limited partnership, a registered limited liability partnership orforeign limited liability partnership as defined in G.S. 59‑32, or anyother partnership as defined in G.S. 59‑36, whether or not formed underthe laws of this State.
(25) "UnitedStates" includes district, authority, bureau, commission, department, andany other agency of the United States.
(26) "Votinggroup" means all shares of one or more classes or series that under thearticles of incorporation or this Chapter are entitled to vote and be countedtogether collectively on a matter at a meeting of shareholders. All sharesentitled by the articles of incorporation or this Chapter to vote generally onthe matter are for that purpose a single voting group. (1955, c. 1371, s. 1; 1959,c. 1316, s. 1; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.4;1993, c. 552, s. 4; 1999‑369, ss. 1.2, 1.3; 1999‑456, s. 3; 2001‑358,s. 5(a); 2001‑387, ss. 3, 4, 5, 173, 175(a); 2001‑413, s. 6; 2001‑487,s. 62(a).)