United States · North Carolina

How to issue shares in North Carolina corporations

North Carolina is a Model Business Corporation Act state. The North Carolina Business Corporation Act (Chapter 55) closely follows the MBCA template. NC has a Business Court that is one of the more developed state-level commercial courts outside Delaware, having operated since 1995.

Governing statute
North Carolina Business Corporation Act, N.C. Gen. Stat. § 55-
N.C. Gen. Stat. § 55-6-21Issuance of shares
N.C. Gen. Stat. § 55-6-22Consideration for shares
N.C. Gen. Stat. § 55-6-25Stock certificates
N.C. Gen. Stat. § 55-16-01Corporate records
N.C. Gen. Stat. § 55-16-02Inspection by shareholders
N.C. Gen. Stat. § 78A-17North Carolina Securities Act
At a glance
  • Authorized by the board under N.C. Gen. Stat. § 55-6-21
  • Future services and promissory notes permitted as consideration (§ 55-6-22)
  • Uncertificated shares permitted under § 55-6-26
  • Inspection rights under § 55-16-02
  • North Carolina Securities Act under § 78A-17

Board authorization

Stock issuance is authorized by the board under North Carolina Business Corporation Act § 55-6-21.

Consideration: MBCA pattern

NC permits broad MBCA consideration under § 55-6-22.

Uncertificated shares

§ 55-6-26 permits uncertificated shares.

Corporate records and inspection

§ 55-16-01 requires MBCA records. § 55-16-02 grants inspection rights.

NC Business Court

The North Carolina Business Court, operating since 1995, is one of the most established state-level business courts outside Delaware. The court has developed a substantial body of NC-specific business case law. NC's stable business-court infrastructure makes it a credible secondary choice for institutional matters. The North Carolina Securities Act (§ 78A-17 et seq.) governs offerings.

Common mistakes

Common North Carolina-specific failure points in share issuance:

  • Missing North Carolina Securities Act notice filings
  • Not maintaining § 55-16-01 corporate records
  • Treating NC case law as undeveloped (the NC Business Court has 30 years of substantial precedent)
  • Inspection demand without proper notice
In Octelligence
A share register that's right for North Carolina.

Octelligence handles NCBCA specifics in the share register, certificates, board resolutions, and beneficial-ownership filings: jurisdiction-aware templates, statute citations on each record, and the right reconciliation cadence for the corporation.

See Digital Corporate Records
Back to: how to issue shares
FAQ

Common questions in North Carolina

Established in 1995, the North Carolina Business Court is one of the longest-running state-level business courts outside Delaware. The court has developed substantial NC-specific business case law and is increasingly used by NC-headquartered corporations seeking specialized commercial-court infrastructure. Less developed than Delaware Chancery but credible for routine matters.

For NC-headquartered corporations, yes. For non-NC corporations, less so unless there is a specific operational reason. NC's MBCA-pattern corporate law and developed Business Court infrastructure make it competitive among MBCA states.

Yes. NC adopted the MBCA with minor variations. Operational provisions track other MBCA states. NC-specific case law has developed primarily on fiduciary-duty and close-corporation matters through the NC Business Court.
Records that comply with NCBCA
Issue shares the right way in North Carolina.

Octelligence handles NCBCA-specific share issuance: register, certificates, resolutions, and beneficial-ownership records aligned with statute.

View pricingSee Digital Corporate Records