Bill > S489

This bill makes several significant modifications to North Carolina's Nonprofit Corporation Act across multiple areas. First, it expands the types of entities that nonprofit corporations can merge with, specifically allowing mergers with limited liability companies that are tax-exempt under specific IRS provisions. Second, the bill introduces a comprehensive new annual reporting requirement for nonprofit corporations, mandating that they submit detailed information to the Secretary of State by November 15 each year, including details about their registered office, principal officers, and organizational activities. Third, the bill creates a new legal framework for nonprofit corporations to "domesticate" or change their jurisdiction, outlining a detailed process for how such transitions can occur while protecting the rights of members and maintaining the corporation's legal continuity. Fourth, it modifies rules about board composition, requiring nonprofit boards to have at least three directors (with some exceptions) and adjusting rules about filling board vacancies. The bill also authorizes nonprofit corporations to convert to other business entities under specific conditions and aligns state disclosure requirements for charitable organizations with federal tax law, allowing federal tax acknowledgement documents to satisfy state disclosure requirements. Most provisions become effective on October 1, 2025, giving nonprofit organizations time to prepare for these changes.

https://www.ncleg.gov/BillLookUp/2025/S489