Short Answer

Usually no. In North Carolina, if land is still titled to a dissolved corporation, an individual heir cannot deed the real estate because the corporation—not its shareholders or their heirs—holds record title. If the heir’s claim comes through a will, that will must be probated to establish the heir’s rights. Title is typically cleared by corporate action (e.g., a court‑appointed receiver) or a quiet title case, and probate may still be needed to confirm who holds any deceased shareholder’s interest.

Understanding the Problem

In North Carolina, can a Florida-based heir named in an unprobated will transfer an interest in land that remains titled to a dissolved North Carolina corporation? The key question is whether that heir can give a valid deed without first probating the will or taking corporate steps to move title out of the dissolved corporation’s name, given that the will has not been probated in the decedent’s North Carolina county.

Apply the Law

Under North Carolina law, corporate real estate remains titled in the corporation’s name unless and until the corporation (or a court-appointed receiver/trustee for a dissolved corporation) conveys it. An heir of a deceased shareholder does not automatically acquire authority to deed corporate real estate. Separately, when a decedent leaves real estate by will, that will must be probated to pass title as to third parties; for intestacy, title to non-survivorship real property vests in the heirs at death. Sales by heirs/devisees within the first two years of death carry special creditor protections and procedural requirements. Quiet title actions or a receivership may be needed to clear title when owners are deceased or unknown.

Key Requirements

• Record title controls: If the corporation still holds title, only the corporation (or a court-appointed receiver/trustee during winding up) can deed the land.
• Probate to establish heir’s rights under a will: A will must be probated in North Carolina to pass title to real estate as against purchasers and creditors; an unprobated will does not suffice.
• Heirs vs. corporate assets: Heirs of shareholders succeed to ownership of the shares or distribution rights, not to corporate real estate itself.
• Forum matters: Probate is handled by the Clerk of Superior Court; quiet title and receivership are civil actions in Superior Court.
• Two-year protections: Sales by heirs/devisees within two years of death are restricted as to creditors and personal representatives; purchasers have protections if a will is not timely probated and recorded.

What the Statutes Say

• North Carolina Gen. Stat. § 31-39 (Effect of probate on title; protections) – A will must be probated to pass title as against purchasers/creditors; timing and county-recording requirements apply.
• North Carolina Gen. Stat. § 28A-15-2 (When title to realty vests) – Realty vests in heirs at death for intestacy; devised realty vests in devisees upon probate, relating back to death.
• North Carolina Gen. Stat. § 28A-17-12 (Sales by heirs/devisees) – Sets rules that limit sales, leases, and mortgages by heirs/devisees within the first two years of death as to creditors/PR.

Analysis

Apply the Rule to the Facts: Because the land remains titled to a dissolved corporation with deceased members, the heir cannot transfer the real estate by personal deed; the corporation (or a court-appointed receiver) must convey. The heir’s will is unprobated in the decedent’s North Carolina county, so it does not establish the heir’s authority to act; probate is needed to confirm the heir’s rights in the deceased shareholder’s interest. A quiet title action or receivership in Superior Court is a practical path to clear title and account for unknown or deceased owners.

Process & Timing

1. Who files: The heir or the interested buyer. Where: Clerk of Superior Court in the decedent’s North Carolina county—for probate of the will (if relying on a will to establish the heir’s status). What: Application to probate the will (e.g., AOC‑E‑199 if no personal representative is needed). When: No fixed deadline to offer a will for probate, but timing affects purchaser/creditor protections.
2. Who files: The buyer or heir. Where: Superior Court in the county where the land lies. What: Civil action to quiet title and/or to appoint a receiver/trustee for the dissolved corporation to execute a deed; join known/unknown claimants; use service by publication if necessary. When: Timelines vary by county and case complexity.
3. Record and close: After a court-approved deed or judgment vests title, record the deed/judgment with the Register of Deeds, resolve any remaining liens, and proceed to closing.

Exceptions & Pitfalls

• Mistaking shareholder rights for real estate title: An heir of a shareholder cannot deed corporate land; use receivership or corporate winding-up steps.
• Unprobated wills: Without probate, devised real estate does not pass as against purchasers/creditors; record certified copies in the county where the land is located.
• Necessary parties: In quiet title, join dissolved corporation, known shareholders/successors, and unknown claimants; use proper Rule 4 service, including publication if required.
• Two-year rules: Heir/devisee conveyances within two years of death may be ineffective as to creditors/PR unless statutory conditions are met.

Talk to a Probate Attorney

If you’re dealing with real estate titled to a dissolved corporation and unprobated wills, our firm can help map the probate, receivership, and quiet title steps to clear ownership.

Disclaimer: This article provides general information about North Carolina law based on the single question stated above. It is not legal advice for your specific situation and does not create an attorney-client relationship. Laws, procedures, and local practice can change and may vary by county. If you have a deadline, act promptly and speak with a licensed North Carolina attorney.