North CarolinaHB 3882025-2026 SessionHouseWALLET

AN ACT TO AMEND THE NORTH CAROLINA BUSINESS CORPORATIONS ACT, AS RECOMMENDED BY THE NORTH CAROLINA BAR ASSOCIATION.

Sponsored By: Sarah Stevens (Republican)

Signed by Governor

ATTORNEYSCOMMERCECORPORATIONS, FOR-PROFITDEATH & DYINGELECTRONIC COMMERCEESTATESFINANCIAL SERVICESINCORPORATIONINFORMATION TECHNOLOGYINTERNETMINORSOCCUPATIONSPRESENTEDPUBLICRATIFIEDSECRETARY OF STATETELESERVICESTRUSTSWILLSRECORDSLIABILITYCHAPTERED

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Bill Overview

Analyzed Economic Effects

16 provisions identified: 7 benefits, 0 costs, 9 mixed.

Clearer elective-share and trust timelines

Beginning January 1, 2026, partial or contingent interests use North Carolina mortality and annuity tables and a 6% return to set value. If a trust for the surviving spouse meets the statute’s rules, the spouse’s interest counts as the full fair market value. A spouse must file an elective‑share petition within six months after estate letters are issued; service delays do not make the claim late. A trust contest must start within the earlier of three years after death or 120 days after the trustee sends the trust and written notice. Trustees may distribute after death and are usually protected unless they know of a pending case or receive written notice followed by a suit within 60 days. These petition rules apply to filings on or after January 1, 2026.

One-year support for spouses and kids

A surviving spouse is entitled to a $60,000 year’s allowance. Each child under 21 is entitled to a $10,000 year’s allowance. The clerk must award the spouse’s allowance first, then any children’s allowances. These allowances are exempt from liens and are paid before most other claims. When the clerk holds small‑estate funds, the clerk pays these allowances first, and must also pay certain adult care‑home claims from the last 90 days. Anyone with standing may challenge an allowance within one year of the order; if estate property is short, the clerk enters a judgment for the unpaid amount.

Committee limits and 90% parent mergers

Board committees cannot approve most distributions, take actions that require shareholder approval, fill board or committee vacancies, change bylaws, or approve certain mergers. A parent unincorporated entity that owns at least 90% of each class of a domestic subsidiary’s voting power, and can vote for directors, may merge the subsidiary without its board or shareholder approval if governing laws are satisfied. The law also repeals G.S. 55‑11‑04(f).

Companies can choose NC courts for internal claims

Beginning October 1, 2025, a corporation may put in its articles or bylaws that internal corporate claims must be filed only in listed North Carolina state courts and in any other named courts that have a reasonable tie to the company. The chosen courts must have jurisdiction. The clause cannot block suits in North Carolina courts or force arbitration of internal corporate claims. This can limit where shareholders file internal corporate claims.

Limit liability of officers and directors

Articles of incorporation may limit or remove personal money liability for directors and officers for many duty breaches. The law keeps exceptions: knowing conflict with the company’s interests, improper personal benefits, director liability under G.S. 55‑8‑33, acts before the provision took effect, and, for officers, claims by or for the corporation. Indemnification rules still apply even without a liability‑limiting clause.

New rules for shareholder lawsuits

Before filing a derivative suit, a shareholder must send a detailed written demand and usually wait 90 days. Courts may dismiss a case if independent directors or a court‑appointed panel, after reasonable inquiry, decide the suit is not in the company’s best interest. A court can award fees to a shareholder who wins a substantial benefit for the company, or make a plaintiff pay fees for suits without reasonable cause or for improper purposes. Beneficial owners with shares in voting trusts or held by nominees count as shareholders for these suits. The law also repeals one corporate code section (G.S. 55‑7‑50).

Electronic will storage and certified copies

Beginning January 1, 2026, a North Carolina lawyer can make and keep an electronic copy of your attested written will at your direction. The lawyer must swear the copy is complete and that you agreed and were told you cannot revoke it by a physical act. If the paper will is later lost or destroyed, that alone is not a revocation. A North Carolina lawyer may also make a sworn, certified paper copy from the electronic record, and the court can admit that copy to probate.

Emergency powers for corporate governance

Corporations can adopt bylaws that only apply during an emergency. During an emergency, meeting notices can use any practical method and only need to reach directors who can be reached. Officers may be counted as directors to reach a quorum. Actions taken in good faith under emergency bylaws or powers bind the corporation and do not create liability because of the emergency process.

Keep internal corporate claims in court

Articles or bylaws cannot force internal corporate claims into arbitration or block North Carolina courts. Naming a court in bylaws does not create jurisdiction. If a named North Carolina court lacks jurisdiction, a claimant may file in another North Carolina court that does.

Remote or postponed shareholder meetings in emergencies

Beginning October 1, 2025, during an emergency, the board may postpone a noticed shareholders’ meeting or let shareholders join by remote communication that meets state rules. The company must notify shareholders with reasonable shorter advance notice and explain how to join remotely. These powers do not apply if emergency bylaws say otherwise.

Safer share and scrip certificates

Share certificates cannot be issued in bearer form. Certificates must name the company, show it is organized under North Carolina law, name the holder, and state the number, class, and series. Fractional‑share scrip cannot be in bearer form. Companies must label scrip clearly and, if no certificate is issued, give the holder a written statement with required details and the scrip terms.

When business-law changes start

Parts I, II, III, IV, V, and VII take effect October 1, 2025. Unless otherwise stated, remaining sections take effect when the act became law on June 30, 2025.

Which corporate officers get liability shield

Beginning October 1, 2025, the law defines which corporate "officers" are covered by limits on personal money liability, unless the articles say otherwise. It includes president, CEO, COO, CFO, chief legal officer, secretary, controller, treasurer, and chief accounting officer. The board may also name others as officers and later remove that status. Removal does not change liability for acts that happened before the removal.

Electronic wills and pre-death validation

Starting January 1, 2026, certified paper copies of attested wills kept as electronic records can be probated. Courts can admit these copies with witness testimony, other allowed proof, or a self‑proved affidavit. A North Carolina resident may ask a court to declare a will valid before death; the petition must name interested people and present the original or a certified paper copy at the hearing. If valid, the court adds a certificate to the will. Making an electronic record of an attested will means it cannot later be revoked by a physical act like tearing.

Emergency video notarization ends by 2026

Emergency video‑notarization rules expire at the earlier of 12:01 A.M. July 1, 2026, or the date the first remote‑notary license is issued. The Secretary must file that issuance date if it happens earlier. Notarial acts done under the emergency rule stay valid and do not need reaffirmation.

Faster small‑estate payments through the clerk

If no administrator is appointed, a debtor can pay up to $5,000 to the clerk to settle a debt to the decedent. The clerk’s receipt is a full release, and the clerk will not accept payments that push the total over $5,000. If an administrator later appears, the clerk must turn over all undistributed funds, and neither the clerk nor the administrator may take a commission on that transfer. The clerk no longer publishes a creditor notice for these payments. These changes take effect June 30, 2025, and Section 12.5 is effective upon enactment on that date.

Sponsors & Cosponsors

Sponsor

Sarah Stevens
Republican • House

Cosponsors

There are no cosponsors for this bill.