North Carolina General Statutes 55A-1-41. Notice
(a) Notice under this Chapter shall be in writing unless oral notice is authorized in the corporation’s articles of incorporation or bylaws and written notice is not specifically required by this Chapter.
(b) Notice may be communicated in person; by electronic means; or by mail or private carrier. If these forms of personal notice are impracticable as to one or more persons, notice may be communicated to such persons by publishing notice in a newspaper, or by radio, television, or other form of public broadcast communication, in the county where the corporation has its principal place of business in the State, or if it has no principal place of business in the State, the county where it has its registered office.
(c) Written notice by a domestic or foreign corporation to its member is effective when deposited in the United States mail with postage prepaid and correctly addressed to the member’s address shown in the corporation’s current record of members. Notice by a domestic corporation in the form of an electronic record sent by electronic means to a member who has designated an email address as provided in N.C. Gen. Stat. § 55A-1-70(b) is effective when it is sent as provided in N.C. Gen. Stat. § 66-325
(d) Written notice to a domestic or foreign corporation authorized to conduct affairs in this State may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its articles of incorporation, the Designation of Principal Office Address form, or any Corporation‘s Statement of Change of Principal Office Address form filed with the Secretary of State.
(e) Except as provided in subsection (c) of this section, written notice is effective at the earliest of the following:
(1) When received.
Terms Used In North Carolina General Statutes 55A-1-41
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- following: when used by way of reference to any section of a statute, shall be construed to mean the section next preceding or next following that in which such reference is made; unless when some other section is expressly designated in such reference. See North Carolina General Statutes 12-3
- in writing: may be construed to include printing, engraving, lithographing, and any other mode of representing words and letters: Provided, that in all cases where a written signature is required by law, the same shall be in a proper handwriting, or in a proper mark. See North Carolina General Statutes 12-3
- state: when applied to the different parts of the United States, shall be construed to extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall be construed to include the said district and territories and all dependencies. See North Carolina General Statutes 12-3
- United States: shall be construed to include the said district and territories and all dependencies. See North Carolina General Statutes 12-3
(2) Five days after its deposit in the United States mail, as evidenced by the postmark or otherwise, if mailed with at least first-class postage thereon prepaid and correctly addressed.
(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(4) If mailed with less than first-class postage, 30 days after its deposit in the United States mail, as evidenced by the postmark or otherwise, if mailed with postage thereon prepaid and correctly addressed.
(5) When delivered to the member’s address shown in the corporation’s current list of members.
In the case of notice in the form of an electronic record sent by electronic means, the time of receipt shall be determined as provided in N.C. Gen. Stat. § 66-325
(f) Written notice is correctly addressed to a member of a domestic or foreign corporation if addressed to the member’s address shown in the corporation’s current list of members. In the case of members who are residents of the same household and who have the same address, the corporation’s bylaws may provide that a single notice may be given to the members jointly.
(g) Oral notice is effective when actually communicated to the person entitled to oral notice.
(h) If this Chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements not inconsistent with this section or other provisions of this Chapter, those requirements govern.
(i) Written notice need not be provided in a separate document and may be included as part of a newsletter, magazine, or other publication regularly sent to members if conspicuously identified as a notice. (1993, c. 398, s. 1; 1995, c. 539, s. 16; 2008-37, s. 2; 2021-162, s. 2(b).)