H 517

GENERAL ASSEMBLY OF NORTH CAROLINA
  SESSION 2025
  SESSION LAW 2026-52
  HOUSE BILL 517
AN ACT TO MAKE VARIOUS CHANGES TO THE NORTH CAROLINA NONPROFIT
  CORPORATIONS ACT AND TO ALLOW A CHARITABLE ORGANIZATION'S
  DISCLOSURE UNDER STATE LAW TO BE SATISFIED BY THE
  ACKNOWLEDGEMENT REQUIRED FOR A TAX DEDUCTION 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 nonprofit 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 merging business
  entities;entities.
  *H517-v-6*
  (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 requirements 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 business 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 surviving 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 business entity is deemed:deemed to have done all of the
following:
Page 2  Session Law 2026-52  House Bill 517
  (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 by 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,
House Bill 517  Session Law 2026-52  Page 3
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 law 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 address, 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 which
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 dissolution 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 State 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 may 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
Page 4  Session Law 2026-52  House Bill 517
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 corporation'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.
House Bill 517  Session Law 2026-52  Page 5
    (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 section 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 incorporation 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.
Page 6  Session Law 2026-52  House Bill 517
    (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
House Bill 517  Session Law 2026-52  Page 7
  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 members 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 voting 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.
Page 8  Session Law 2026-52  House Bill 517
  (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 required 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 was 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 memberships, 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 immediately 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.
House Bill 517  Session Law 2026-52  Page 9
  (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 need
  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:
Page 10  Session Law 2026-52  House Bill 517
  (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.
     …
House Bill 517  Session Law 2026-52  Page 11
     (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 amounts 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.
Page 12  Session Law 2026-52  House Bill 517
    (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 size 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 vacancy 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 REQUIREMENT FOR ESTABLISHING COMMITTEES OF
THE BOARD OF DIRECTORS
  SECTION 5.(a) G.S. 55A-8-25 reads as rewritten:
"§ 55A-8-25. Committees of the board.
House Bill 517  Session Law 2026-52  Page 13
    (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 without
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 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.
     (b)     A business entity, other than a domestic nonprofit 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.
Page 14  Session Law 2026-52  House Bill 517
  (2)      The name of the resulting domestic nonprofit 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 forth 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 or
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 abandoned 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 and
  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.
House Bill 517  Session Law 2026-52  Page 15
  (5)      A proceeding pending by or against the converting business entity may be
  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 securities, 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 business 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 religious 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 should 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 the 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
Page 16  Session Law 2026-52  House Bill 517
  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 those 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 STATE AND FEDERAL DISCLOSURE REQUIREMENTS FOR
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."
House Bill 517  Session Law 2026-52  Page 17
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
Page 18  Session Law 2026-52  House Bill 517