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North CarolinaHB 5172025-2026 SessionHouse

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.

Sponsored By: Allen Chesser (Republican), Kyle Hall (Republican), Brandon Lofton (Democratic), Heather H. Rhyne (Republican)

Signed by Governor

COMMERCECORPORATIONS, NONPROFITCOUNCIL OF STATECOURTSEVIDENCEFEESINCORPORATIONINFORMATION TECHNOLOGYINTERNETNOTARY PUBLICPRESENTEDPUBLICPUBLIC OFFICIALSRATIFIEDRELIGION & RELIGIOUS INSTITUTIONSREPORTINGSECRETARY OF STATETAX DEDUCTIONSTAX RETURNSTAXATIONTELECOMMUNICATIONSTELESERVICESWITNESSESSUNSETSCHAPTEREDELECTRONIC GOVERNMENTNGOSTELECONFERENCING

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Bill Overview

Analyzed Economic Effects

7 provisions identified: 2 benefits, 0 costs, 5 mixed.

Clearer tax deduction info for donors

Starting July 7, 2026, charities soliciting in North Carolina must, if you ask, tell you how much of your gift is tax‑deductible under federal law. A written acknowledgement that meets IRS section 170(f)(8) satisfies this rule.

Emergency video notarization extended, then ends

Effective July 7, 2026, the emergency video notary law stays in place until the earlier of 12:01 A.M. July 1, 2027, or the date the Secretary issues the first license under G.S. 10B‑134.19. If that license is issued earlier, the Secretary files the date. Notarial acts done under this rule remain valid.

Board and committee rules updated

Starting October 1, 2026, most nonprofits formed on or after that date must have at least three directors. Private foundations formed on or after that date must have one or more natural persons as directors, with the number set in the articles or bylaws. Boards for those corporations may operate with fewer than three directors temporarily while filling vacancies. Committees created on or after October 1, 2026 must include at least two directors and generally need approval by the greater of a majority of all directors in office or the number required by the articles or bylaws. Committees cannot approve distributions, dissolutions, domestications, mergers, or sales of substantially all assets, elect or remove directors, or change the articles or bylaws.

New annual report and filing fees

Beginning January 1, 2027, domestic and foreign corporations authorized in North Carolina must file an annual report by November 15 each year. The report lists officers, addresses, a contact, a description of activities, and an email. Fees are $25 for a paper filing and $18 for an electronic filing. If a report is incomplete, the Secretary returns it; corrected reports filed within 30 days count as on time. The Secretary may begin administrative dissolution if you are delinquent filing. Reinstatement requires fixing the problem, paying amounts due, and having a unique name; it relates back to the dissolution date. From January 1, 2027 through January 1, 2029, the Secretary may waive the reinstatement fee for dissolutions due to delinquent reports. Some licensed charities that apply electronically are treated as having filed.

New nonprofit domestication process and fees

The law creates a way for a nonprofit to change its home state while keeping all property, contracts, and debts. A plan must explain how memberships convert, include proposed articles and bylaws, and get board and member approval. Any member who would take on new liability must separately consent. You file articles of domestication with the Secretary of State; it takes effect on filing (or the other state’s date). Filing fees are $25 for Articles of Domestication and $10 for Articles of Abandonment. Gifts or promises to the nonprofit usually carry over to the domesticated corporation. Beginning October 1, 2026, merger terms in protected agreements also apply to domestication until first changed.

New options to convert nonprofits

Starting October 1, 2026, a business can convert into a North Carolina nonprofit if its law allows it, a plan is approved, and filings are made. The new nonprofit keeps the business’s property, rights, and debts. Also starting October 1, 2026, a charitable or religious corporation may convert to a North Carolina LLC if it follows the listed statutes and approval steps. If members would take on new liability after conversion, each must sign a separate consent.

New rules for mergers and asset sales

Starting October 1, 2026, charitable or religious nonprofits may merge with certain single‑member LLCs whose sole member is a 501(c)(3) corporation and the LLC is tax‑disregarded. Nonprofit associations are now listed as business entities that can be merger partners. To sell property outside the ordinary course, the board and members must approve by the lesser of two‑thirds of votes cast or a majority of votes entitled; if no voting members, a majority of directors may approve after five days’ written notice describing the deal. If a merger would make a member personally liable because of ownership in the surviving entity, that member must separately consent starting October 1, 2026. When normal meetings are impracticable, a court can order a meeting or another voting method to obtain approvals for dissolutions, mergers, domestications, or asset sales.

Sponsors & Cosponsors

Sponsors

  • Allen Chesser

    Republican • House

  • Kyle Hall

    Republican • House

  • Brandon Lofton

    Democratic • House

  • Heather H. Rhyne

    Republican • House

Cosponsors

  • Eric Ager

    Democratic • House

  • Charles Smith

    Democratic • House

  • Zack Hawkins

    Democratic • House

  • Jake Johnson

    Republican • House

  • Kanika Brown

    Democratic • House

  • Jarrod Lowery

    Republican • House

  • Ray Pickett

    Republican • House

  • Stephen M. Ross

    Republican • House

  • Terry M. Brown Jr.

    Democratic • House

  • Bill Ward

    Republican • House

  • Shelly Willingham

    Democratic • House

  • Jeff Zenger

    Republican • House

  • Julie von Haefen

    Democratic • House

Roll Call Votes

All Roll Calls

Yes: 291 • No: 13

House vote • 6/30/2026

HB 517: Modify Nonprofit Corporations Act/Charitable Organizations.

Yes: 111 • No: 1 • Other: 7

Senate vote • 6/24/2026

HB 517: Modify Nonprofit Corp. Act/Charitable Org.

Yes: 32 • No: 10 • Other: 8

Senate vote • 6/24/2026

HB 517: Modify Nonprofit Corp. Act/Charitable Org.

Yes: 41 • No: 1 • Other: 8

House vote • 6/25/2025

HB 517: Modify Nonprofit Corp. Act/Charitable Org.

Yes: 107 • No: 1 • Other: 9

Actions Timeline

  1. Ch. SL 2026-52

    7/8/2026House

  2. Signed by Gov. 7/7/2026

    7/7/2026House

  3. Pres. To Gov. 7/2/2026

    7/2/2026House

  4. Ratified

    7/1/2026House

  5. Ordered Enrolled

    6/30/2026House

  6. Concurred In S Com Sub

    6/30/2026House

  7. Placed On Cal For 06/30/2026

    6/29/2026House

  8. Cal Pursuant 36(b)

    6/29/2026House

  9. Regular Message Received For Concurrence in S Com Sub

    6/25/2026House

  10. Regular Message Sent To House

    6/25/2026Senate

  11. Engrossed

    6/24/2026Senate

  12. Passed 3rd Reading

    6/24/2026Senate

  13. Passed 2nd Reading

    6/24/2026Senate

  14. Amend Adopted A1

    6/24/2026Senate

  15. Reptd Fav

    6/23/2026Senate

  16. Re-ref Com On Rules and Operations of the Senate

    6/18/2026Senate

  17. Com Substitute Adopted

    6/18/2026Senate

  18. Reptd Fav Com Substitute

    6/18/2026Senate

  19. Re-ref Com On Finance

    6/16/2026Senate

  20. Com Substitute Adopted

    6/16/2026Senate

  21. Reptd Fav Com Substitute

    6/16/2026Senate

  22. Re-ref to Judiciary. If fav, re-ref to Finance. If fav, re-ref to Rules and Operations of the Senate

    6/11/2026Senate

  23. Withdrawn From Com

    6/11/2026Senate

  24. Ref To Com On Rules and Operations of the Senate

    6/26/2025Senate

  25. Passed 1st Reading

    6/26/2025Senate

Bill Text

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