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

13 provisions identified: 5 benefits, 0 costs, 8 mixed.

One-year allowances for spouse and children

A surviving spouse gets a $60,000 one‑year support allowance. Each child under 21 gets a $10,000 one‑year allowance. The spouse’s allowance is paid first and is exempt from liens. If a personal representative is appointed, claims must be filed within six months after letters are issued. The clerk first awards the spouse’s allowance, then any child’s allowance, and enters judgment against the estate if estate property is short. Most related procedures take effect January 1, 2026.

Elective-share values and deadlines updated

Courts value partial interests for an elective share using mortality and annuity tables and a 6% presumed return, unless found inappropriate. A qualifying trust for a spouse can be valued at the full fair market value if trustee duties are mandatory and trustees are nonadverse. A spouse must file the elective‑share claim during life and within six months after letters are issued; incapacity does not pause the deadline. Agents need express estate authority to file, and guardians need court approval. These rules apply to elective‑share claims filed on or after January 1, 2026.

Validate your will in court before death

You can ask the clerk of superior court to declare your will or codicil valid while you are alive. File a verified petition that lists people who may have an interest. Bring the original will or a certified paper copy to the hearing. If declared valid, the court attaches a certificate of validity. A will is valid only if it follows the law’s formal signing rules.

Board roles clarified and committee limits

The law defines who counts as a corporate officer, including common C‑suite titles and board‑designated officers. A board can remove a designation only going forward. Committees cannot approve key actions like most distributions, filling vacancies, or changing articles or bylaws. An older statutory section is repealed, cleaning up the corporate code.

Clear rules for fractional shares, certificates

Companies can pay cash for fractional shares, issue fractional shares, or issue scrip that can be exchanged for a full share. Scrip must be labeled and is not bearer paper; its rights come from its terms. Holders of fractional shares have shareholder rights. Share certificates, if used, cannot be bearer paper and must show key details and two officer signatures.

Emergency powers for company boards

Boards can adopt bylaws that only apply during an emergency. In an emergency, boards can change succession, move offices, and give notice only to reachable directors. Officers can count toward a quorum if needed. Boards can delay shareholder meetings or allow remote participation with reasonable notice. Good‑faith actions under emergency bylaws bind the company and do not create personal liability just for using emergency procedures.

Electronic will records and certified copies

A North Carolina attorney can store your attested will as an electronic record and certify it. The attorney must tell you that once stored this way, destroying the paper will does not revoke it. Losing the electronic record does not revoke the will. An attorney can create a certified paper copy from the electronic record, and that copy can be probated like a will. Certified paper copies now count as valid will instruments.

Pay small debts to clerk up to $5,000

If no administrator is appointed, a person who owes the decedent can pay up to $5,000 total to the clerk. The clerk’s receipt fully releases the debtor. The clerk pays those funds first to the spouse’s and children’s year’s allowances and may pay recent adult‑care home claims. If an administrator is later appointed, the clerk turns the funds over. This option is available beginning June 26, 2025.

Short windows to contest revocable trusts

You must start a trust contest by the earlier of three years after the settlor’s death or 120 days after the trustee sends the trust and notice. After death, the trustee can distribute unless they know of a pending contest or receive written notice and a case is filed within 60 days. Courts can order improper distributions returned and impose conditions. These rules apply to settlors who die on or after January 1, 2026.

When these changes start

Most corporate and related changes take effect October 1, 2025. Electronic‑will storage rules start January 1, 2026 and apply to wills stored electronically on or after that date. Some notary rules expire at 12:01 a.m. on July 1, 2026 or earlier if the first new license is issued sooner. Notarial acts done under the earlier rules remain valid.

90% owners can merge subsidiaries faster

A parent that owns at least 90% of each voting class can merge a domestic subsidiary without that subsidiary’s board or shareholder approval. The parent must approve a written plan and file articles of merger listing required details for each entity. If the subsidiary’s articles require a shareholder vote, that requirement controls. This speeds roll‑ups while limiting minority say.

Companies can choose courts for internal disputes

Articles or bylaws can require internal corporate claims to be filed in certain North Carolina courts or other courts tied to the company. These clauses cannot force arbitration or block cases in North Carolina courts. They also do not create court jurisdiction where it does not exist. This sets predictable venues while keeping core access to NC courts.

New rules for shareholder derivative suits

A derivative suit must start with a written demand that explains what you want and why. You must wait 90 days to file unless the company rejects your demand earlier or delay risks irreparable harm. Courts can dismiss suits based on a good‑faith review by independent directors or a court panel. If the suit brings a substantial benefit to the company, the court can make the company pay the plaintiff’s legal costs. If the demand or suit lacked reasonable cause or had an improper purpose, the court can make the plaintiff pay the other side’s costs.

Sponsors & Cosponsors

Sponsor

Sarah Stevens
Republican • House

Cosponsors

There are no cosponsors for this bill.