§ 58-7-35. Manner of creating such corporations.
§58‑7‑35. Manner of creating such corporations.
The procedure for organizingsuch corporations is as follows: The proposed incorporators, not less than 10in number, a majority of whom must be residents of the State, shall subscribearticles of association setting forth their intention to form a corporation;its proposed name, which must not so closely resemble the name of an existingcorporation doing business under the laws of this State as to be likely tomislead the public, and must be approved by the Commissioner; the class ofinsurance it proposes to transact and on what business plan or principle; theplace of its location within the State, and if on the stock plan, the amount ofits capital stock. The words "insurance company," "insuranceassociation," or "insurance society" or "life" or"casualty" or "indemnity," or an acceptable alternativeapproved by the Commissioner, must be a part of the title of any suchcorporation. The certificate of incorporation must be subscribed and sworn toby the incorporators before an officer authorized to take acknowledgment ofdeeds, who shall forthwith certify the certificate of incorporation, as so madeout and signed, to the Commissioner at his office in the City of Raleigh. TheCommissioner shall examine the certificate, and if he approves of it and findsthat the requirements of the law have been complied with, shall certify suchfacts, by certificate on such articles, to the Secretary of State. Upon thefiling in the office of the Secretary of State of the certificate ofincorporation and attached certificates, and the payment of a charter fee inthe amount required for private corporations, and the same fees to theSecretary of State, the Secretary of State shall cause the certificate andaccompanying certificates to be recorded in his office, and shall issue acertificate in the following form:
Be it known that, whereas(here the names of the subscribers to the articles of association shall beinserted) have associated themselves with the intention of forming acorporation under the name of (here the name of the corporation shall beinserted), for the purpose (here the purpose declared in the articles ofassociation shall be inserted), with a capital (or with a permanent fund) of(here the amount of capital or permanent fund fixed in the articles ofassociation shall be inserted), and have complied with the provisions of thestatute of this State in such case made and provided, as appears from thefollowing certified articles of association: (here copy articles of associationand accompanying certificates). Now, therefore, I (here the name of theSecretary shall be inserted), Secretary of State, hereby certify that (here thenames of the subscribers to the articles of association shall be inserted),their associates and successors, are legally organized and established as, andare hereby made, an existing corporation under the name of (here the name ofthe corporation shall be inserted), with such articles of association, and haveall the powers, rights, and privileges and are subject to the duties,liabilities, and restrictions which by law appertain thereto.
Witness my official signaturehereunto subscribed, and the seal of the State of North Carolina hereuntoaffixed, this the ______ day of______, in the year ____ (in these blanks theday, month, and year of execution of this certificate shall be inserted; and inthe case of purely mutual companies, so much as relates to capital stock shallbe omitted).
The Secretary of State shallsign the certificate and cause the seal of the State to be affixed to it, andsuch certificate of incorporation and certificate of the Secretary of State hasthe effect of a special charter and is conclusive evidence of the organizationand establishment of the corporation. The Secretary of State shall also causea record of his certificate to be made, and a certified copy of this record maybe given in evidence with the same effect as the original certificate.
Subject to G.S. 58‑8‑5,any proposed change in the articles of incorporation shall be filed with theCommissioner, who shall examine the change. If the Commissioner approves thechange, the Commissioner shall place a certificate of approval on the change,and forward it to the Secretary of State. (1899, c. 54, s. 25; 1903, c.438, ss. 2, 3; Rev., s. 4727; C.S., s. 6328; 1957, c. 98; 1987 (Reg. Sess.,1988), c. 975, s. 15; 1989, c. 485, s. 50; 1991, c. 720, ss. 4, 53; 1993, c.504, s. 4.)