§ 55-2-02. Articles of incorporation.
§ 55‑2‑02. Articles of incorporation.
(a) The articles ofincorporation must set forth:
(1) A corporate name forthe corporation that satisfies the requirements of G.S. 55D‑20 and G.S.55D‑21;
(2) The number of sharesthe corporation is authorized to issue and any other information required byG.S. 55‑6‑01;
(3) The street address,and the mailing address if different from the street address, of thecorporation's initial registered office, the county in which the initialregistered office is located, and the name of the corporation's initialregistered agent at that address;
(3a) The street address,and the mailing address if different from the street address, of thecorporation's principal office, if any, and the county in which the principaloffice, if any, is located; and
(4) The name and addressof each incorporator.
(b) The articles ofincorporation may set forth any provision that under this Chapter is requiredor permitted to be set forth in the bylaws, and may also set forth:
(1) The names andaddresses of the individuals who are to serve as the initial directors;
(2) Provisions notinconsistent with law regarding (i) the purpose or purposes for which thecorporation is organized; (ii) managing the business and regulating the affairsof the corporation; (iii) defining, limiting, and regulating the powers of thecorporation, its board of directors, and shareholders; (iv) a par value forauthorized shares or classes of shares; (v) the imposition of personalliability on shareholders for the debts of the corporation to a specifiedextent and upon specified conditions; (vi) any limitation on the duration ofthe corporation; and
(3) A provision limitingor eliminating the personal liability of any director arising out of an actionwhether by or in the right of the corporation or otherwise for monetary damagesfor breach of any duty as a director. No such provision shall be effective withrespect to (i) acts or omissions that the director at the time of such breachknew or believed were clearly in conflict with the best interests of thecorporation, (ii) any liability under G.S. 55‑8‑33, (iii) anytransaction from which the director derived an improper personal benefit, or(iv) acts or omissions occurring prior to the date the provisions becameeffective. As used herein, the term "improper personal benefit" doesnot include a director's reasonable compensation or other reasonable incidentalbenefit for or on account of his service as a director, officer, employee,independent contractor, attorney, or consultant of the corporation. A provisionpermitted by this Chapter in the articles of incorporation, bylaws, or acontract or resolution indemnifying or agreeing to indemnify a director againstpersonal liability shall be fully effective whether or not there is a provisionin the articles of incorporation limiting or eliminating personal liability.
(c) The articles ofincorporation need not set forth any of the corporate powers enumerated in thisChapter.
(d) Articles ofincorporation filed to effect the conversion of another business entitypursuant to Article 11A of this Chapter shall also include the statementsrequired by G.S. 55‑11A‑03(a). (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.)