Modify Nonprofit Corp. Act/Charitable Org.

GENERAL ASSEMBLY OF NORTH CAROLINA
SESSION 2025

SESSION LAW 2026-52
HOUSE BILL 517

*H517-v-6*
AN ACT TO MAKE VARIO US CHANGES TO THE NO RTH CAROLINA NONPROF IT
CORPORATIONS ACT AND TO ALLOW A CHARITAB LE ORGANIZATION'S
DISCLOSURE UNDER STA TE LAW TO BE SATISFI ED BY THE
ACKNOWLEDGEMENT REQU IRED FOR A TAX DEDUC TION UNDER FEDERAL
LAW AND TO MODIFY THE EMERGENCY VIDEO SUNSETS.

The General Assembly of North Carolina enacts:

PART I. MODIFY LIMITATIONS ON MERGERS AND SALES OF ASSETS
SECTION 1.(a) G.S. 55A-11-02 reads as rewritten:
"§ 55A-11-02. Limitations on mergers by charitable or religious corporations.
(a) Without the prior approval of the superior court in a proceeding in which the Attorney
General has been given written notice, a charitable or religious corporation may merge only with
any of the following:
…
(5) A limited liability company that satisfies both of the following conditions:
a. Its sole member is a domestic or foreign corporation that is exempt
from income tax under section 501(c)(3) of the Internal Revenue Code
of 1986 or any successor section.
b. It is disregarded for income tax purposes but would be eligible for an
exemption under section 501(c)(3) of the Internal Revenue Code of
1986 or any successor section if it were not disregarded for income tax
purposes.
…."
SECTION 1.(b) G.S. 55A-11-09 reads as rewritten:
"§ 55A-11-09. Merger with unincorporated entity.
(a) As used in this section, "business entity" means a (i) domestic business corporation
(including corporation, including a professional corporation as defined in G.S. 55B-2), a
G.S. 55B-2, (ii) foreign business corporation (including corporation, including a foreign
professional corporation as defined in G.S. 55B-16), a G.S. 55B-16, (iii) domestic or foreign
nonprofit corporation, a (iv) domestic or foreign limited liability company, a (v) domestic or
foreign limited partnership, a (vi) registered limited liability partnership or foreign limited
liability partnership as defined in G.S. 59-32, or any other partnership as defined in G.S. 59-36
whether or not formed under the laws of this State.State, or (vii) nonprofit association as defined
in G.S. 59B-2 whether or not formed under the laws of this State.
(b) One or more domestic nonprofit corporations may merge with one or more
unincorporated entities and, if desired, one or more foreign nonp rofit corporations, domestic
business corporations, or foreign business corporations if:if all of the following apply:
(1) The merger is permitted by the laws of the state or country governing the
organization and internal affairs of each of the other merg ing business
entities;entities.

Page 2 Session Law 2026-52 House Bill 517
(2) Each merging domestic nonprofit corporation and each other merging
business entity comply with the requirements of this section and, to the extent
applicable, the laws referred to in subdivision (1) of this subsection;
andsubsection.
(3) The merger complies with G.S. 55A-11-02, if applicable.
…
(c3) In the case of a merging domestic nonprofit corporation, approval of the plan of
merger requires that the plan of merger be adopted as provided in G.S. 55A-11-03. If any member
of a merging domestic nonprofit corporation has or will have personal liability for any existing
or future obligation of the surviving business entity solely as a result of holding an interest in the
surviving business entity, then in addition to the req uirements of G.S. 55A-11-03, approval of
the plan of merger by the domestic nonprofit corporation shall require the affirmative vote or
written consent of the member. In the case of each other merging business entity, the plan of
merger must shall be approved in accordance with the laws of the state or country governing the
organization and internal affairs of such merging business entity.
…
(d) After a plan of merger has been approved by each merging domestic nonprofit
corporation and each other merging business entity as provided in subsection (c) of this section,
the surviving business entity shall deliver articles of merger to the Secretary of State for filing.
The articles of merger shall set forth:forth all of the following:
…
(e) A merger takes effect when the articles of merger become effective. When a merger
takes effect:effect, all of the following apply:
(1) Each other merging business entity merges into the surviving business entity
and the separate existence of each merging b usiness entity except the
surviving business entity ceases;ceases.
(2) The title to all real estate and other property owned by each merging business
entity is vested in the surviving business entity without reversion or
impairment;impairment.
(3) The surv iving business entity has all liabilities of each merging business
entity;entity.
(4) A proceeding pending by or against any merging business entity may be
continued as if the merger did not occur, or the surviving business entity may
be substituted in the proceeding for a merging business entity whose separate
existence ceases in the merger;merger.
(5) If a domestic nonprofit corporation is the surviving business entity, its articles
of incorporation shall be amended to the extent provided in the articles of
merger;merger.
(6) The interests in each merging business entity that are to be converted into
interests, obligations, or securities of the surviving business entity or into the
right to receive cash or other property are thereupon so converted, and the
former holders of the interests are entitled only to the rights provided to them
in the plan of merger or, in the case of former holders of shares in a domestic
business corporation, any rights they may have under Article 13 of Chapter
55 of the General Statutes; andStatutes.
…
(e1) If the surviving business entity is not a domestic limited liability company, a domestic
business corporation, a domestic nonprofit corporation, or a domestic limited partnership, when
the merger takes effect the surviving bus iness entity is deemed:deemed to have done all of the
following:

House Bill 517 Session Law 2026-52 Page 3
(1) To agree Agreed that it may be served with process in this State in any
proceeding for enforcement of (i) any obligation of any merging domestic
limited liability company, domestic business corporation, domestic nonprofit
corporation, domestic limited partnership, or other partnership as defined in
G.S. 59-36 that is formed under the laws of this State, or nonprofit association
as defined in G.S. 59B-2 that is formed under the laws of this State, (ii) the
appraisal rights of shareholders of any merging domestic business corporation
under Article 13 of Chapter 55 of the General Statutes, and (iii) any obligation
of the surviving business entity arising from the merger; andmerger.
(2) To have appointed Appointed the Secretary of State as its agent for service of
process in any such the proceeding. Service on the Secretary of State of any
such process shall be made by delivering to and leaving with the Secretary of
State, or with any clerk authorized by the Secretary of State to accept service
of process, duplicate copies of such the process and the fee required by
G.S. 55A-1-22(b). Upon receipt of service of process on behalf of a surviving
business entity in the manner provided for in this section, the Secretary of
State shall immediately mail a copy of the process by registered or certified
mail, return receipt requested, to the surviving business entity. If the surviving
business entity is authorized to transact business or conduct affairs in this
State, the address for mailing shall be its principal office designated in the
latest document filed with the Secretary of State that is authorized by law to
designate the principal office or, if there is no principal office on file, its
registered office. If the surviving business entity is not authorized to transact
business or conduct affairs in this State, the address for mailing shall be the
mailing address designated pursuant to subdivision (3) of subsection (d) of
this section.
(f) This section does not apply to a merger that does not include a merging
unincorporated entity."
SECTION 1.(c) G.S. 55A-12-02 reads as rewritten:
"§ 55A-12-02. Sale of assets other than in regular course of activities.
…
(b) Unless this Chapter, the articles of incorporation, bylaws, or the board of directors or
members (acting pursuant to subsection (d) of this section) require a greater vote or voting by
class, the proposed transaction to be authorized shall be approved:approved by all of the
following:
(1) By the board;The board.
(2) By the The members entitled to vote thereon by two-thirds of the votes cast or
a majority of the votes entitled to be cast on the proposed transaction,
whichever is less; andless.
(3) In writing by any person or persons whose approval is required by a provision
of the articles of incorporation authorized b y G.S. 55A-10-30 for an
amendment to the articles of incorporation or bylaws.
(c) If the corporation does not have members entitled to vote thereon, the transaction
shall be approved by a vote of a majority of the directors then in office. The corporation shall
provide at least five days' written notice of any directors' meeting at which such the approval will
be considered. The notice shall state that the purpose, or one of the purposes, of the meeting is to
consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property
or assets of the corporation and contain or be accompanied by a description of the transaction.
…
(h) After a sale, lease, exchange, or other disposition of property is authorized, the
transaction may be abandoned (subject abandoned, subject to any contractual rights), rights,

Page 4 Session Law 2026-52 House Bill 517
without further action by the members or any other person who approved the transaction, in
accordance with the procedure set forth in the resolution proposing the transaction or, if none is
set forth, in the manner determined by the board of directors."
SECTION 1.(d) This section becomes effective October 1, 2026, and applies to
plans of mergers adopted on or after that date.

PART II. REQUIRE ANNUAL REPORTS TO THE SECRETARY OF STATE
SECTION 2.(a) Article 16 of Chapter 55A of the General Statutes is amended by
adding a new section to read:
"§ 55A-16-22.1. Annual report to the Secretary of State.
(a) Each domestic corporation and each foreign corporation authorized to conduct affairs
in this State shall submit an annual report to the Secretary of State, in paper or electronic form as
prescribed by the Secretary of State, that sets forth all of the following:
(1) The name of the corporation and the state or country under whose l aw it is
incorporated.
(2) The street address, and the mailing address if different from the street address,
of the registered office in this State, the county in which the registered office
is located, the name and email address of its registered agent at that office, and
a statement of any change of the registered office or registered agent.
(3) The address and telephone number of its principal office.
(4) The names, titles, and business street addresses of its principal officers and
the name, mailing add ress, email address, and telephone number of an
individual who is authorized to provide information regarding persons with
the authority to bind the corporation.
(5) A brief description of the nature of its activities.
(6) An email address for the corporation, if different from the email address
provided under subdivision (2) of this subsection.
(b) The information in the annual report shall be current as of the date the annual report
is submitted on behalf of the corporation.
(c) The corporation shall submit an annual report to the Secretary of State by November
15 of each year following (i), in the case of a domestic corporation, the calendar year in which
the corporation was formed or (ii), in the case a foreign corporation, the calendar year in w hich
the Secretary of State issued to the foreign corporation a certificate of authority to conduct affairs
in this State. An annual report is due each year until (i), in the case of a domestic corporation, the
effective date of a voluntary or judicial dis solution or (ii), in the case of a foreign corporation,
the effective date of a certificate of withdrawal or revocation of a certificate of authority.
(d) If an annual report does not contain the information required by this section, the
Secretary of State shall promptly notify the reporting corporation in writing and return the report
to it for correction. If the report is corrected to contain the information required by this section
and submitted to the Secretary of State within 30 days after the notice, the report shall be deemed
to be timely submitted.
(e) Amendments to any previously filed annual report may be submitted for filing to the
Secretary of Sta te at any time for the purpose of correcting, updating, or augmenting the
information contained in the annual report.
(f) If the Secretary of State does not receive an annual report within 60 days after the
date the report is due, the Secretary of State ma y presume that the annual report is delinquent.
This presumption may be rebutted by evidence of submission presented by the filing corporation.
(g) The Secretary of State may provide by email any notice or form required under this
section if the submitting domestic or foreign corporation to be notified has consented to receiving
notices and forms via email and has provided the Secretary of State an email address for receiving
the notices or forms. Any email address provided by a submitting corporation in accordance with

House Bill 517 Session Law 2026-52 Page 5
this section is confidential information and is not a public record under Chapter 132 of the
General Statutes.
(h) A domestic or foreign corporation shall be deemed to have filed the annual report
required by this section if all of the following have occurred:
(1) The corporation is a charitable organization or sponsor that is licensed under
Article 2 of Chapter 131F of the General Statutes.
(2) The corporation applies for the license electronically in a form prescribed by
the Secretary and provides additional information in that application that is
required for the annual report in this section.
(3) The corporation is licensed on the annual report due date."
SECTION 2.(b) G.S. 55A-1-22, as amended by Section 3.2(a) of this act, reads as
rewritten:
"§ 55A-1-22. Filing, service, and copying fees.
(a) The Secretary of State shall collect the following fees when the documents described
in this subsection are submitted to the Secretary for filing:
Document Fee
…
(29) Annual report (paper) 25.00
(29a) Annual report (electronic) 18.00
…."
SECTION 2.(c) G.S. 55A-14-20 reads as rewritten:
"§ 55A-14-20. Grounds for administrative dissolution.
The Secretary of State may commence a proceeding under G.S. 55A-14-21 to dissolve
administratively a corporation if:if any of the following occurs:
(1) The corporation does not pay within 60 days after they are due any penalties,
fees, or other payments due under this Chapter;Chapter.
(2) Repealed by Session Laws 1995, c. 539, s. 24.
(2a) The corporation is delinquent in submitting its annual report.
(3) The corporation is without a registered agent or registered office in this State
for 60 days or more;more.
(4) The corporation does not notify the Secretary of State within 60 days that its
registered agent or registered office has been changed, that its registered agent
has resigned, or that its registered office has been discontinued;discontinued.
(5) The corpora tion's period of duration stated in its articles of incorporation
expires;expires.
(6) The corporation knowingly fails or refuses to answer truthfully and fully
within the time prescribed in this Chapter interrogatories propounded by the
Secretary of State in accordance with the provisions of this Chapter;
orChapter.
(7) The corporation does not designate the address of its principal office with the
Secretary of State or does not notify the Secretary of State within 60 days that
the principal office has changed."
SECTION 2.(d) G.S. 55A-14-22 reads as rewritten:
"§ 55A-14-22. Reinstatement following administrative dissolution.
(a) A corporation administratively dissolved under G.S. 55A-14-21 may apply to the
Secretary of State for reinstatement. The application shall:shall do all of the following:
(1) Recite the name of the corporation and the effective date of its administrative
dissolution; anddissolution.
(2) State that the ground or grounds for dissolution either did not exist or have
been eliminated.

Page 6 Session Law 2026-52 House Bill 517
(a1) If, at the time the corporation applies for reinstatement, the name of the corporation
is not distinguishable from the name of another entity authorized to be used under G.S. 55D-21,
then the corporation must shall change its name to a name that is distinguishable upon the records
of the Secretary of State from the name of the other entity before the Secretary of State may
prepare a certificate of reinstatement.
(b) If the Secretary of State determines that the application contains the information
required by subsection (a) of this section, that the information is correct, and that the name of the
corporation complies with G.S. 55D-21 and any other applicable section, and that any penalties,
fees, or other payments due under this Chapter have been paid, the Secretary of State shall cancel
the certificate of dissolution and dissolution, prepare a certificate of reinstatement that recites the
Secretary of State's determination and the effective date of reinstatement, file the original of the
certificate, certificate of reinstatement, and mail a copy of it to the corporation.
(c) When the reinstatement is effective, it relates back to and takes effect as of the
effective date of the administrative dissolution and the corporation resumes carrying on its
activities as if the administrative dissolution had never occurred, subject to the rights of any
person who reasonably relied to his the person's prejudice upon the certificate of dissolution."
SECTION 2.(e) Until January 1, 2029, the Secretary of State may waive the fee
payable under G.S. 55A-1-22(a)(17) by a corporation seeking reinstatement following
administrative dissolution for delinquent filing pursuant to G.S. 55A-14-20(2a).
SECTION 2.(f) This secti on becomes effective January 1, 2027, and applies to
annual reports due on or after that date.

PART III. AUTHORIZE DOMESTICATION
SECTION 3.1. Chapter 55A of the General Statutes is amended by adding a new
Article to read:
"Article 11B.
"Domestication.
"§ 55A-11B-01. Definitions.
In this Article, the following definitions apply:
(1) Domesticated corporation. – The domesticating nonprofit corporation as it
continues in existence after a domestication.
(2) Domesticating corporation. – The domestic nonprofit corporation that
approves a plan of domestication pursuant to G.S. 55A-11B-04 or the foreign
corporation that approves a domestication pursuant to the law of the
jurisdiction of the foreign corporation.
(3) Domestication. – A transaction pursuant to this Article.
(4) Interest holder liability. – Any of the following:
a. Personal liability for a liability of a domestic or foreign nonprofit
corporation that is imposed on a person by either of the following:
1. Solely by reason of the status of the person as an interest
holder.
2. By a provision of the articles of incorporatio n or bylaws that
make one or more specified interest holders or categories of
interest holders liable in their capacity as interest holders for
all or specified liabilities of the entity.
b. An obligation of an interest holder under the bylaws to contribute to
the domestic or foreign nonprofit corporation.
(5) Law of the jurisdiction. – The law of the jurisdiction governing the
organization and internal affairs of the corporation.
"§ 55A-11B-02. Domestication; preliminary provisions.

House Bill 517 Session Law 2026-52 Page 7
(a) By complying with the provisions of this Article applicable to foreign nonprofit
corporations, a foreign nonprofit corporation may become a domestic nonprofit corporation, if
the domestication is permitted by the law of the jurisdiction of the foreign corporation.
(b) By complying with the provisions of this Article, a domestic nonprofit corporation
may become a foreign nonprofit corporation pursuant to a plan of domestication, if the
domestication is permitted by the law of the jurisdiction of the foreign corporation.
(c) A charitable or religious corporation may only become a foreign nonprofit
corporation in accordance with the requirements of G.S. 55A-11-02 for mergers involving
charitable or religious corporations. The domesticating corporation must continue, in the state to
which it domesticated, to be a charitable or religious corporation or a corporation that would
qualify as charitable or religious under this Chapter after domestication.
(d) Any devise, gift, grant, or promise contained in a will or other instrument of donation,
subscription, or conveyance that is made to a domesticating corporation and that takes effect or
remains payable after the domestication becomes effective inures to the domesticated corporation
unless the will or other instrument otherwise specifically provides.
"§ 55A-11B-03. Plan of domestication.
(a) A domestic nonprofit corporation may become a foreign nonprofit corporation by
approving a plan of domestication. The plan of domestication shall include all of the following:
(1) The name of the domesticating corporation.
(2) The name and governing jurisdiction of the domesticated corporation.
(3) The manner and basis of converting the memberships, if any, of the
domesticating corporation into memberships, obligations, rights to acquire
memberships, cash, other property, or any combination thereof.
(4) The proposed articles of incorporation and bylaws of the domesticated
corporation.
(5) The other terms and conditions of the domestication.
(b) In addition to the requirements of subsection (a) of this section, a plan of
domestication may contain any other provision not prohibited by law.
(c) The terms of a plan of domestication , other than the terms described in subdivisions
(1), (2), and (4) of subsection (a) of this section, may be made dependent upon facts objectively
ascertainable outside the plan if the plan sets forth the manner in which the facts will operate
upon the terms of the plan. The facts may include any of the following:
(1) Statistical or market indices, market prices of any security or group of
securities, interest rates, currency exchange rates, or similar economic or
financial data.
(2) A determination or action by any person or body, including the nonprofit
corporation or any other party to the plan.
(3) The terms of, or actions taken under, an agreement to which the corporation
is a party, or any other agreement or record.
"§ 55A-11B-04. Approval of domestication.
(a) If a domestic nonprofit corporation is to be the domesticating corporation, the plan of
domestication shall be adopted in the following manner:
(1) The plan of domestication shall first be adopted by the board of directors. The
board may set conditions for (i) approval of the plan of domestication by the
members or (ii) the effectiveness of the plan of domestication. If the
domesticating corporation does not have any members entitled to vote on the
domestication, a plan of domestication is adopted by the corporation when it
has been adopted by the board of directors pursuant to this subdivision.
(2) Except as provided in subdivision (1) of this subsection, the plan of
domestication shall then be approved by the members. In submitting the plan
of domestication to the members for approval, the board of directors shall

Page 8 Session Law 2026-52 House Bill 517
recommend that the members approve the plan, unless the board of directors
makes a determination that because of conflicts of interest or other special
circumstances it should not make the recommendation, in which case the
board shall inform the members of the basis for not making the
recommendation.
(3) If the plan of domestication is required to be approved by the members, and if
the approval is to be given at a meeting, the corporation shall notify each
member entitled to vote of the meeting of the membe rs at which the plan of
domestication is to be submitted for approval. The notice shall (i) state that
the purpose, or one of the purposes, of the meeting is to consider the plan of
domestication and (ii) contain or be accompanied by a copy or summary of
the plan. The notice shall include or be accompanied by a copy of the articles
of incorporation and the bylaws as they will be in effect immediately after the
domestication.
(4) Unless the articles of incorporation or bylaws, or the board of directors acting
pursuant to subdivision (1) of this subsection , require a greater vote or a
greater quorum, approval of the plan of domestication requires (i) the approval
of the members at a meeting at which a quorum exists consisting of a majority
of the votes entitled to be cast on the plan and (ii), if any class of membership
is entitled to vote as a separate group on the plan of merger, the approval of
each class of members voting as a separate voting group at a meeting at which
a quorum of the voting group exists consisting of a majority of the votes
entitled to be cast on the plan by that voting group.
(5) Subject to subdivision (6) of this subsection, separate voting by voting groups
on a plan of domestication is required in the following circumstances:
a. By each class of memberships that is either of the following:
1. To be converted under the plan of domestication into security
interests, obligations, rights to acquire securities or interests,
cash, other property, or any combination thereof.
2. Entitled to vote as a separate group on a provision in the plan
that constitutes a proposed amendment to the articles or bylaws
of the domesticated corporation that requires action by separate
voting groups under the provisions of this Chapter.
b. If the voting group is entitled under the articles of incorporation or
bylaws to vote as a group to approve a plan of domestication.
(6) The articles of incorporation or bylaws may expressly limit or eliminate the
separate vo ting rights provided in sub-sub-subdivision (5)a. 1. of this
subsection as to any class of members, except when the plan includes what
would be in effect an amendment subject to sub-sub-subdivision (5)a.2. of this
subsection.
(7) If, as a result of a domestication , one or more members of the domesticating
corporation would become subject to new interest holder liability, approval of
the plan of domestication requires the signing in connection with the
domestication, by each affected member, of a separate consent in a record to
become subject to the new interest holder liability. This subdivision does not
apply in the case of a member that already has interest holder liability with
respect to the domesticating corporation, if the terms and conditions of the
new interest holder liability with respect to the domesticated corporation are
substantially identical to those of the existing interest holder liability , other
than for changes that eliminate or reduce the interest holder liability.

House Bill 517 Session Law 2026-52 Page 9
(8) In addition to the adoption and approval of the plan of domestication by the
board of directors and members as required by this section, the plan of
domestication shall also be approved in a record by any person or group of
persons whose approval is re quired under G.S. 55A-10-30 to amend the
articles or bylaws.
(b) The plan of domestication of a charitable or religious corporation is subject to the
approval requirements described in G.S. 55A-11B-02(c).
"§ 55A-11B-05. Amendment or abandonment of plan of domestication; abandonment.
(a) Before articles of domestication have taken effect, a plan of domestication of a
domestic nonprofit corporation may be amended, except as otherwise provided in the plan.
(b) A domestic nonprofit corporation may approve an amendment of a plan of
domestication in any of the following ways:
(1) In the same manner as the plan was approved, if the plan does not provide for
the manner in which it may be amended.
(2) In the manner provided in the plan, except that a member that wa s entitled to
vote on or consent to approval of the plan is entitled to vote on or consent to
any amendment of the plan that will change any of the following:
a. The amount or kind of memberships, securities, obligations, money
rights to acquire membership s, securities, money, other property, or
any combination thereof to be received by any of the members of the
domesticating corporation under the plan.
b. The articles of incorporation or bylaws of the domesticated
corporation that will be in effect immedia tely after the domestication
becomes effective, except for changes that do not require approval of
the members of the domesticated corporation under the law of the
jurisdiction of the domesticated corporation or its proposed articles of
or bylaws as set forth in the plan.
c. Any of the other terms or conditions of the plan, if the change would
adversely affect the member in any material respect.
(c) After a plan of domestication has been approved and before the articles of
domestication have become effective, the plan may be abandoned as provided in the plan. Unless
prohibited by the plan, a domestic nonprofit corporation may abandon the plan in the same
manner as the plan was approved by the corporation without action by its members in accordance
with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the
manner determined by the board of directors.
(d) If a domestication is abandoned after articles of domestication have been delivered to
the Secretary of State for filing but before the articles are effective, articles of abandonment,
signed by the domesticating nonprofit corporation, shall be delivered to the Secretary of State for
filing before the articles of domestication are effective. The articles of abandonment take effect
upon filing, and the domestication is abandoned and does not become effective. The articles of
abandonment shall contain all of the following:
(1) The name of the domesticating corporation.
(2) The date on which the articles of domestication were filed by the Secretary of
State.
(3) A statement that the domestication has been abandoned in accordance with
this section.
"§ 55A-11B-06. Articles of domestication; effective date.
(a) Articles of domestication shall be signed by the domesticating corporation and
delivered to the Secretary of State for filing.
(b) The articles of domestication shall contain all of the following:
(1) The name and governing jurisdiction of the domesticating corporation.

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(2) The name and governing jurisdiction of the domesticated corporation.
(3) If the domesticating corporation is a domestic nonprofit corporation, a
statement that the plan of domestication was approved in accordance with this
Article or, if the domesticating corporation is a foreign nonprofit corporation,
a statement that the domestication was approved in accordance with its law of
jurisdiction.
(4) If the domesticated corporation is a domestic nonprofit corporation, its articles
of incorporation, as an attachment, except that provisions that would not be
required to be included in restated articles of incorporation may be omitted
from the articles of the domesticated corporation and the articles do not ne ed
to be signed.
(c) In addition to the requirements of subsection (b) of this section, articles of
domestication may contain any other provision not prohibited by law.
(d) If the domesticated corporation is a domestic nonprofit corporation, the domestication
becomes effective when the articles of domestication are effective. If the domesticated
corporation is a foreign nonprofit corporation, the domestication becomes effective on the later
of the following:
(1) The date and time provided by the law of the jurisdiction of the domesticated
corporation.
(2) When the articles of domestication are effective.
"§ 55A-11B-07. Effect of domestication.
(a) When a domestication becomes effective, all of the following apply:
(1) All property owned by, and every contract right possessed by, the
domesticating corporation becomes the property and contract rights of the
domesticated corporation without transfer, reversion, or impairment.
(2) All debts, obligations, and other liabilities of the domesticating corporation
remain the debts, obligations, and other liabilities of the domesticated
corporation.
(3) The name of the domesticated corporation may be, but is not required to be,
substituted for the name of the domesticating corporation in any pending
proceeding.
(4) The articles of incorporation and bylaws of the domesticated corporation
become effective.
(5) The memberships of the domesticating corporation are reclassified into
memberships, obligations, rights to acquire memberships, cash , or other
property in accordance with the terms of the domestication, and the members
of the domesticating corporation are entitled only to the rights provided to
them by those terms.
(6) The domesticated corporation is all of the following:
a. Incorporated under and subject to the current law of the jurisdiction of
the domesticated corporation.
b. The same corporation without interruption as the domesticating
corporation.
c. Deemed to have been incorporated on the date the domesticating
corporation was originally incorporated.
(b) Except as otherwise provided under the law of the jurisdiction or the articles of
incorporation or bylaws of a foreign nonprofit corporation that is the domesticating corporation,
the interest holder liability of a member in a foreign corporation that is domesticated into this
State who had interest holder liability in respect of the domesticating corporation before the
domestication becomes effective shall be as follows:

House Bill 517 Session Law 2026-52 Page 11
(1) The domestication does not discharge that prior interest holder liability with
respect to any interest holder liabilities that arose before the domestication
becomes effective.
(2) The provisions of the law of the jurisdiction of the domesticating corporation
shall continue to apply to the collection or discharge of any interest holder
liabilities preserved by subdivision (1) of this subsection , as if the
domestication had not occurred.
(3) The member shall have such rights of contribution from other persons as are
provided by the law of the jurisdiction of the domesticating corporation with
respect to any interest holder liabilities preserved by subdivision (1) of this
subsection, as if the domestication had not occurred.
(4) The member shall not, by reason of the prior interest holder liability, have
interest holder liability with respect to any interest holder liabilities that are
incurred after the domestication becomes effective.
(c) A member who becomes subject to interest holder liability in respect of the
domesticated corporation as a result of the domestication shall have such interest holder liability
only in respect of interest holder liabilities that arise after the domestication becomes effective.
(d) A domestication does not constitute or cause the dissolution of the domesticating
corporation."
SECTION 3.2.(a) G.S. 55A-1-22 reads as rewritten:
"§ 55A-1-22. Filing, service, and copying fees.
(a) The Secretary of State shall collect the following fees when the documents described
in this subsection are delivered submitted to the Secretary for filing:
Document Fee
…
(13a) Reserved for future codification purposes.
(13b) Reserved for future codification purposes.
(13c) Articles of domestication $25.00
(13d) Articles of abandonment of domestication $10.00
…."
SECTION 3.2.(b) G.S. 55A-1-60 reads as rewritten:
"§ 55A-1-60. Judicial relief.
(a) If for any reason it is impracticable for any corporation to call or conduct a meeting
of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed
by its articles of incorporation, bylaws, or this Chapter, then upon petition of a director, officer,
delegate, member, or the Attorney General, the superior court may order that such a meeting be
held or that a written ballot or other method be used for obtaining the vote of members, delegates,
or directors, in such a manner as the court finds fair and equitable under the circumstances.
…
(d) Whenever practical any order issued pursuant to this section shall limit the subject
matter of meetings or other forms of consent authorized to items, including amendments to the
articles of incorporation or bylaws, the resolution of which will or may enable the corporation to
continue managing its affairs without further resort to this section; provided, however, that
section. However, an order under this section may also authorize the obtaining of whatever votes
and approvals are necessary for the dissolution, domestication, merger, or sale of assets.
…."
SECTION 3.2.(c) G.S. 55A-8-25 reads as rewritten:
"§ 55A-8-25. Committees of the board.
…

Page 12 Session Law 2026-52 House Bill 517
(d) To the extent specified by the board of directors or in the articles of incorporation or
bylaws, each committee of the board may exercise the board's authority under
G.S. 55A-8-01.G.S. 55A-8-01, except that a
(e) A committee of the board shall not, however:not exercise authority to do any of the
following:
(1) Authorize distributions;distributions.
(2) Recommend to members or approve dissolution, merger domestication,
merger, or the sale, pledge, or transfer of all or substantially all of the
corporation's assets;assets.
(3) Elect, appoint or remove directors, or fill vacancies on the board of directors
or on any of its committees; orcommittees.
(4) Adopt, amend, or repeal the articles of incorporation or bylaws.
…."
SECTION 3.3.(a) Sections 3.1 and 3.2 of this Part become effective October 1, 2026.
Except as otherwise provided, this Part is effective when it becomes law.
SECTION 3.3.(b) If a protected agreement of a domestic domesticating nonprofit
corporation in effect immediately before the domestication becomes effective contains a
provision applying to a merger of the corporation and the agreement does not refer to a
domestication of the corporation, the provision applies to a domestication of the corporation as
if the domestication were a merger until the provision is first amended after October 1, 2026.
SECTION 3.3.(c) For the purposes of this section, a protected agreement is any of
the following in effect immediately before October 1, 2026:
(1) A document evidencing indebtedness of a domestic nonprofit corporation and
any related agreement.
(2) An agreement that is binding on a domestic nonprofit corporation.
(3) The articles of incorporation or bylaws of a domestic nonprofit corporation.
(4) An agreement that is binding on any of the interest holders or directors of a
domestic nonprofit corporation in their capacities as interest holders or
directors.

PART IV. MODIFY REQUIRED NUMBER OF DIRECTORS
SECTION 4.(a) G.S. 55A-1-50 reads as rewritten:
"§ 55A-1-50. Private Foundations.
(a) Except where otherwise determined by a court of competent jurisdiction, a
corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code
of 1986:1986 shall comply with all of the following:
(1) Shall distribute such amou nts for each taxable year at such the time and in
such the manner required so as not to subject the corporation to tax under
section 4942 of the Code.
(2) Shall not engage in any act of self-dealing as defined in section 4941(d) of the
Code.
(3) Shall not retain any excess business holdings as defined in section 4943(c) of
the Code.
(4) Shall not make any investments in such a manner as to that would subject the
corporation to tax under section 4944 of the Code.
(5) Shall not make any taxable expenditures as defined in section 4945(d) of the
Code.
All references in this section to sections of the Code shall be to sections of the Internal
Revenue Code of 1986 as amended from time to time, or to corresponding provisions of
subsequent internal revenue laws of the United States.

House Bill 517 Session Law 2026-52 Page 13
(b) A board of directors of a private foundation shall consist of one or more natural
persons, with the number specified in or fixed in accordance with the articles of incorporation or
bylaws."
SECTION 4.(b) G.S. 55A-8-03 reads as rewritten:
"§ 55A-8-03. Number of directors.
(a) A Except as provided in G.S. 55A-1-50(b), a board of directors shall consist of one
three or more natural persons, with the number specified in or fixed in accordance with the
articles of incorporation or bylaws.
(b) The number of directors may be increased or decreased from time to time by
amendment to or in the manner prescribed in the articles of incorporation or bylaws.
(c) The articles of incorporation or bylaws may establish a variable range for the s ize of
the board of directors by fixing a minimum number not inconsistent with this Chapter and
maximum number of directors. If a variable range is established, the number of directors may be
fixed or changed from time to time, within the minimum and maximum, by the members entitled
to vote for directors or (unless or, unless the articles of incorporation or an agreement valid under
G.S. 55A-7-30 shall otherwise provide) provide, the board of directors. If the corporation has
members entitled to vote for directors, only such those members may change the range for the
size of the board or change from a fixed to a variable-range size board or vice versa."
SECTION 4.(c) G.S. 55A-8-11 reads as rewritten:
"§ 55A-8-11. Vacancy on board.
(a) Unless the articles of incorporation or bylaws provide otherwise, and except as
provided in subsections (b) and (c) of this section, if a vacancy occurs on a board of directors,
including, without limitation, a vacancy resulting from an increase in the number of directors or
from the failure by the members to elect the full authorized number of directors, the vacancy may
be filled:filled by any of the following means:
(1) By the members entitled to vote for directors, if any, or if the vacant office
was held by a director elected by a class, chapter or other organizational unit,
or by region or other geographic grouping, by the members of that class,
chapter, unit, or grouping;grouping.
(2) By the board of directors; ordirectors.
(3) If the directors remaining in the office constitute fewer than a quorum of the
board, by the affirmative vote of a majority of all the directors, or by the sole
director, remaining in office.
(b) Unless the articles of incorporation or bylaws provide otherwise, if a vacant office
was held by an appointed director, only the person who appointed the director may fill the
vacancy.
(c) If a vacant office was held by a designated director, the vacan cy shall be filled only
as provided in the articles of incorporation or bylaws.
(d) A vacancy that will occur at a specific later date (by date, by reason of a resignation
effective at a later date under G.S. 55A-8-07(b) or otherwise) otherwise, may be filled before the
vacancy occurs but the new director shall not take office until the vacancy occurs.
(e) Notwithstanding G.S. 55A-8-03(a), a board of directors may have fewer than three
members due to vacancies until the vacancies are filled."
SECTION 4.(d) This section becomes effective October 1, 2026, and applies to
corporations organized on or after that date.

PART V. MODIFY THE R EQUIREMENT FOR ESTAB LISHING COMMITTEES O F
THE BOARD OF DIRECTORS
SECTION 5.(a) G.S. 55A-8-25 reads as rewritten:
"§ 55A-8-25. Committees of the board.

Page 14 Session Law 2026-52 House Bill 517
(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors
may create one or more committees of the board and appoint members of the board to serve on
them. Each committee shall have two or more members, who serve at the pleasure of the board.
(b) The Unless the articles of incorporation or bylaws provide otherwise, the creation of
a committee and appointment of members to it shall be approved by the greater of:of the
following:
(1) A majority of all the directors in office when the action is taken; ortaken.
(2) The number of directors required by the articles of incorporation or bylaws to
take action under G.S. 55A-8-24.
(c) G.S. 55A-8-20 through G.S. 55A-8-24, which govern meetings, action withou t
meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply
to committees of the board and their members as well.
(d) To the extent specified by the board of directors or in the articles of incorporation or
bylaws, each committee of the board may exercise the board's authority under G.S. 55A-8-01.
(e) A committee of the board shall not, however:however, take the following actions:
(1) Authorize distributions;distributions.
(2) Recommend to members or approve dissolution, merger or the sale, pledge,
or transfer of all or substantially all of the corporation's assets;assets.
(3) Elect, appoint or remove directors, or fill vacancies on the board of directors
or on any of its committees; orcommittees.
(4) Adopt, amend, or repeal the articles of incorporation or bylaws.
(f) The creation of, delegation of authority to, or action by a committee does not alone
constitute compliance by a director with the standards of conduct described in G.S. 55A-8-30."
SECTION 5.(b) This section becomes effective October 1, 2026, and applies to
committees created on or after that date.

PART VI. FURTHER AUTHORIZE AND CLARIFY CONVERSION
SECTION 6.(a) Article 11A of Chapter 55A of the General Statutes is amended by
adding a new Part to read:
"Part 1. Conversion To Nonprofit Corporation.
"§ 55A-11A-01. Conversion.
(a) As used in this section, "business entity " means a domestic business corporation ,
including a professional corporation as defined in G.S. 55B-2, a foreign business corporation ,
including a foreign professional corporation as defined in G.S. 55B-16, a domestic or foreign
nonprofit corporation, a domestic or foreign limited liability company, a domestic or foreign
limited partnership, a regist ered limited liability partnership or foreign limited liability
partnership as defined in G.S. 59-32, or any other partnership as defined in G.S. 59-36 whether
or not formed under the laws of this State.
(b) A business entity, other than a domestic nonprof it corporation, may convert to a
domestic nonprofit corporation if both of the following apply:
(1) The conversion is permitted by the laws of the state or country governing the
organization and internal affairs of the converting business entity.
(2) The converting business entity complies with the requirements of this Part
and, to the extent applicable, the laws referred to in subdivision (1) of this
subsection.
"§ 55A-11A-02. Plan of conversion.
(a) The converting business entity shall approve a written plan of conversion containing
all of the following:
(1) The name of the converting business entity, its type of business entity, and the
state or country whose laws govern its organization and internal affairs.

House Bill 517 Session Law 2026-52 Page 15
(2) The name of the resulting domestic nonpro fit corporation into which the
converting business entity will convert.
(3) The terms and conditions of the conversion.
(4) The manner and basis for converting the interests in the converting business
entity, if any, into any combination of eligible interests or other securities,
rights to acquire interests or other securities, obligations, cash, or other
property of the resulting domestic nonprofit corporation.
(b) The plan of conversion may contain any other provisions not prohibited by law.
(c) The provisions of the plan of conversion, other than the provisions required by
subdivisions (1) and (2) of subsection (a) of this section, may be made dependent on facts
objectively ascertainable outside the plan of conversion if the plan of conversion sets f orth the
manner in which the facts will operate upon the affected provisions.
(d) The plan of conversion shall be approved in accordance with the laws of the state o r
country governing the organization and internal affairs of the converting business entity.
(e) After a plan of conversion has been approved as provided in subsection ( d) of this
section, but before articles of incorporation for the resulting domestic nonprofit corporation
become effective, the plan of conversion may be amended or abandoned to the extent permitted
by the laws that govern the organization and internal affairs of the converting business entity.
"§ 55A-11A-03. Filing of articles of incorporation by converting business entity.
(a) After a plan of conversion has been approved by the converting business entity as
provided in G.S. 55A-11A-02, the converting business entity shall deliver articles of conversion
to the Secretary of State for filing. In addition to the matters required or permitted by
G.S. 55A-2-02, the articles of incorporation shall contain articles of conversion stating all of the
following:
(1) That the corporation is being formed pursuant to a conversion of a business
entity.
(2) The name of the converting business entity, its type of business entity, and the
state or country whose laws govern its organization and internal affairs.
(3) That a plan of conversion has been approved by the converting business entity
as required by law.
(b) If the plan of conversion is aband oned after the articles of incorporation have been
filed with the Secretary of State but before the articles of incorporation become effective, the
converting business entity shall deliver to the Secretary of State for filing prior to the time the
articles of incorporation become effective an amendment to the articles of incorporation
withdrawing the articles of incorporation.
(c) The conversion takes effect when the articles of incorporation become effective.
(d) Certificates of conversion shall also be registered as provided in G.S. 47-18.1.
"§ 55A-11A-04. Effects of conversion.
When the conversion takes effect, all of the following apply:
(1) The converting business entity ceases its prior form of organization a nd
continues in existence as the resulting domestic nonprofit corporation.
(2) The title to all real estate and other property owned by the converting business
entity continues vested in the resulting domestic nonprofit corporation without
transfer, reversion, or impairment.
(3) Except as otherwise provided by law or by the plan of conversion, all rights,
privileges, immunities, powers, and purposes of the converting business entity
remain vested in the resulting domestic nonprofit corporation.
(4) All debts, obligations, and other liabilities of the converting business entity
continue as debts, obligations, and other liabilities of the resulting domestic
nonprofit corporation.

Page 16 Session Law 2026-52 House Bill 517
(5) A proceeding pending by or against the converting business entity may b e
continued as if the conversion did not occur. The name of the resulting
domestic nonprofit corporation may be substituted for the name of the
converting business entity in any pending action or proceeding.
(6) The interests and obligations in the converting business entity are converted
to eligible interests or other securitie s, rights to acquire interests or other
securities, obligations, cash, or other property of the resulting domestic
corporation in accordance with the plan of conversion.
(7) All of the following apply to the resulting domestic nonprofit corporation:
a. It is incorporated under and subject to this Chapter.
b. It converts from the converting busi ness entity into its new form of
organization without interruption.
c. It is deemed to have been incorporated on the date that the converting
entity was originally incorporated or organized.
The conversion does not affect the liability or absence of liability of any holder of an interest
in the converting business entity for any acts, omissions, or obligations of the converting business
entity made or incurred prior to the effectiveness of the conversion. The cessation of the existence
of the converting business entity in its prior form of organization in the conversion does not
constitute a dissolution or termination of the converting business entity."
SECTION 6.(b) Part 2 of Article 11A of Chapter 55A of the General Statutes reads
as rewritten:
"Part 2. Conversion of Nonprofit Corporation.
"§ 55A-11A-10. Conversion.
(a) A charitable or religious corporation may convert to a domestic limited liability
company if the converting charitable or religious corporation complies with the requirements of
this part Part and the requirements of G.S. 57D-9-20, 57D-9-21, and 57D-9-22.
(b) The plan of conversion of a charitable or religious corporation to a domestic limited
liability company under G.S. 57D-9-21 shall comply with all of the following:
(1) If the converting charitable or religious corporation does not have any
members entitled to vote on the conversion, the plan shall be approved by the
board of directors of the converting charitable or religious corporation.
(2) If the charitable or religio us corporation has members entitled to vote on the
conversion, the plan shall first be approved by the board of directors and then
by the members entitled to vote on the conversion in accordance with the
following:
a. In submitting the plan of conversion to the members for approval, the
board of directors shall recommend that the members approve the plan
unless the directors make a determination that because of conflicts of
interest or other special circumstances they s hould not make this
recommendation, in which case the directors shall inform the members
of the basis for so proceeding.
b. If the approval is to be given at a meeting, the charitable or religious
corporation shall notify each member entitled to vote of th e meeting
of members at which the plan of conversion will be submitted for
approval. The notice shall state that the purpose, or one of the
purposes, of the meeting is to consider the plan of conversion and shall
contain or be accompanied by a copy or summary of the plan.
c. Unless the articles of incorporation, the bylaws, or the board of
directors of the charitable or religious corporation require a different
vote or quorum, approval of the plan of conversion requires (i) the
approval of the members , consisting of the majority of the votes

House Bill 517 Session Law 2026-52 Page 17
entitled to be cast on the plan, at a meeting at which a quorum exists
and (ii) the approval of each separate voting group , consisting of a
majority of the votes entitled to be cast on the plan by that voting
group, at a meeting at which a quorum of the voting group is present.
(3) If, as a result of the conversion, one or more members of the converting entity
would become subject to new member liability, approval of the plan of
conversion requires that each of thos e members sign a separate record
consenting to become subject to the new member liability.
(4) In addition to the adoption and approval of the plan of conversion by the board
of directors and members as required by this section, the plan of conversion
shall also be approved by any person or group of persons whose approval is
required under G.S. 55A-10-30 to amend the articles of incorporation or
bylaws of the charitable or religious corporation."
SECTION 6.(c) This section becomes effective October 1, 2026, and applies to plans
of conversion approved on or after that date.

PART VII. ALIGN STAT E AND FEDERAL DISCLO SURE REQUIREMENTS FO R
CHARITABLE ORGANIZATIONS
SECTION 7. G.S. 131F-9 reads as rewritten:
"§ 131F-9. Disclosure requirements of charitable organizations and sponsors.
…
(b) Disclosures. – A charitable organization or sponsor soliciting in this State shall
include all of the following disclosures at the point of solicitation:
…
(4) Upon request, the amount of the contribution which that may be deducted as
a charitable contribution under federal income tax laws. A written
acknowledgement that provides the information set forth in section 170(f)(8)
of the Internal Revenue Code satisfies this disclosure requirement.
…."

PART VII-A. MODIFICATION OF EMERGENCY VIDEO SUNSETS
SECTION 7-A.(a) G.S. 10B-25(n) reads as rewritten:
"(n) This section shall expire upon the earlier of (i) 12:01 A.M. July 1, 2026, 2027, or (ii)
the date the Secretary issues the first license in accordance with G.S. 10B-134.19. If the Secretary
issues the first license in accordance with G.S. 10B-134.19 prior to 12:01 A.M. July 1, 2026,
2027, the Secretary shall file that date with the Codifier of Rules to be published in the North
Carolina Register as the expiration date of this section. Provided, however, all notarial acts made
in accordance with this section and while this section is in effect shall remain effective and shall
not need to be reaffirmed."
SECTION 7-A.(b) G.S. 10B-200(b) reads as rewritten:
"(b) This Article expires upon the earlier of (i) 12:01 A.M. July 1, 2026, 2027, or (ii) the
date the Secretary issues the first license in accordance with G.S. 10B-134.19. If the Secretary
issues the first license in accordance with G.S. 10B-134.19 prior to 12:01 A.M. July 1, 2026,
2027, the Secretary shall file that date with the Codifier of Rules to be published in the North
Carolina Register as the expiration date of this section."

Page 18 Session Law 2026-52 House Bill 517
PART VIII. EFFECTIVE DATE AND APPLICABILITY
SECTION 8. Except as otherwise provided, this act is effective when it becomes
law.
In the General Assembly read three times and ratified this the 1st day of July, 2026.

s/ Rachel Hunt
President of the Senate

s/ Destin Hall
Speaker of the House of Representatives

s/ Josh Stein
Governor

Approved 9:49 a.m. this 7th day of July, 2026