North Carolina 2025 Session Status: In Committee Bipartisan · 1 D · 1 R cosponsors

SB 489 — Modify Nonprofit Corp. Act/Charitable Org.

Last action — Passed 1st Reading

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  1. ✓
    Introduced
  2. 2
    In Committee
  3. 3
    Passed Senate
  4. 4
    Passed House
  5. 5
    To Executive
  6. 6
    Enacted

This bill is in committee in the Senate. Introduced March 25, 2025. It must pass committee before a floor vote.

Next likely step: a committee vote, then a floor vote in the Senate.

Prognosis

Advancing 34% · moderate confidence

Where this bill stands today.

Odds of enactment

Low

How often bills like it became law.

  • In Committee

    Current position in the legislative process.

  • 2 sponsors

    0 primary, 2 co-sponsors signed on.

  • Bipartisan support

    Sponsored across 2 parties (1 D · 1 R) — cross-party backing.

Prognosis reads this bill's own signals — stage, sponsorship breadth, committee status, recorded votes and cross-state momentum. Odds come from a model trained on which bills have become law.

Bill Text

What changed in the latest version

50 added · 51 removed

Plain-language change summary

In the latest version of Senate Bill 489, several changes were made to clarify the requirements for business mergers and shareholder rights. Notably, it specifies that if the surviving entity is not a domestic limited liability company, certain appraisal rights for shareholders will apply. Additionally, it mandates that directors must give at least five days' written notice before meetings related to the merger approval. These changes aim to ensure transparency and protect the interests of shareholders during corporate mergers.

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FILED SENATE GENERAL ASSEMBLY OF NORTH CAROLINA Mar 25, 2025 S.B.
GENERAL ASSEMBLY OF NORTH CAROLINA SESSION 2025 S 1 SENATE BILL 489 Short Title:
489 SESSION 2025 PRINCIPAL CLERK S D SENATE BILL DRS15220-MVf-22 Short Title:
A BILL TO BE ENTITLED 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.
Rules and Operations of the Senate March 26, 2025 A BILL TO BE ENTITLED 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.
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.
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 anysuccessor section if it were not disregarded for income tax purposes.
*DRS15220-MVf-22* General Assembly Of North Carolina Session 2025 (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:
*S489-v-1* General Assembly Of North Carolina Session 2025 (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:
… (c3) In the case of a merging domestic nonprofit corporation, approval of the plan of mergerrequiresthattheplanofmergerbeadopted asprovidedin G.S.
… (c3) In the case of a merging domestic nonprofit corporation, approval of the plan of mergerrequiresthattheplanofmergerbeadopted asprovidedinG.S.
Page 2 DRS15220-MVf-22 General Assembly Of North Carolina Session 2025 … (e1) Ifthe surviving business entity is not adomesticlimitedliability company, adomestic 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 Senate Bill 489-First Edition General Assembly Of North Carolina Session 2025 … (e1) If the surviving business entityis not adomesticlimitedliabilitycompany, adomestic 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:
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;
59B-2 that is formed under the laws of this State, (ii) the appraisal rights of shareholders of anymergingdomestic business corporation under Article 13 of Chapter 55 of the General Statutes, and (iii) anyobligation of the surviving business entity arising from the merger;
(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;
(2) Bythe The members entitled to vote thereon bytwo-thirds of the votes cast or a majority of the votes entitled to be cast on the proposed transaction, whichever is less;
(3) In writing by any person or persons whose approval is required by a provision of the articles of incorporation authorized by G.S.
(3) In writing by anyperson or persons whose approval is required by a provision of the articles of incorporation authorized by G.S.
The corporation shall provide at least five days' written notice of any directors' meeting at which such the approval will be considered.
The corporation shall provide at least five days' written notice of anydirectors' 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 DRS15220-MVf-22 Page 3 General Assembly Of North Carolina Session 2025 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.
The notice shall state that the purpose, or one of the purposes, of the meeting is to Senate Bill 489-First Edition Page 3 General Assembly Of North Carolina Session 2025 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.
(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.
(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 Secretaryof State issued to the foreign corporation a certificate of authority to conduct affairs in this State.
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.
If the report is corrected to contain the information required by this section and submitted to the Secretaryof State within 30 days after the notice, the report shall be deemed to be timely submitted.
Page 4 DRS15220-MVf-22 General Assembly Of North Carolina Session 2025 (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.
Page 4 Senate Bill 489-First Edition General Assembly Of North Carolina Session 2025 (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.
This presumption maybe rebutted byevidence of submission presented bythe filing corporation.
(g) The Secretary of State may provide by email any notice or form required under this section ifthe submitting domesticorforeign corporationto be notified has consentedto receiving notices and forms viaemail and has providedtheSecretaryofStateanemail address forreceiving the notices or forms.
(g) The Secretary of State may provide by email any notice or form required under this section ifthe submitting domesticorforeign corporationto be notified has consentedto receiving notices and forms viaemail and has providedtheSecretaryofStatean email address forreceiving the notices or forms.
DRS15220-MVf-22 Page 5 General Assembly Of North Carolina Session 2025 (a) A corporation administratively dissolved under G.S.
Senate Bill 489-First Edition Page 5 General Assembly Of North Carolina Session 2025 (a) A corporation administratively dissolved under G.S.
Page 6 DRS15220-MVf-22 General Assembly Of North Carolina Session 2025 b.
Page 6 Senate Bill 489-First Edition General Assembly Of North Carolina Session 2025 b.
(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 remainspayableafterthe domesticationbecomeseffective inurestothedomesticatedcorporation unless the will or other instrument otherwise specifically provides.
(d) Anydevise, 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 remainspayableafterthe domesticationbecomeseffective inurestothedomesticatedcorporation unless the will or other instrument otherwise specifically provides.
If the domesticating corporation does not have any members entitled to vote on the DRS15220-MVf-22 Page 7 General Assembly Of North Carolina Session 2025 domestication, a plan of domestication is adopted by the corporation when it has been adopted by the board of directors pursuant to this subdivision.
If the domesticating corporation does not have any members entitled to vote on the Senate Bill 489-First Edition Page 7 General Assembly Of North Carolina Session 2025 domestication, a plan of domestication is adopted by the corporation when it has been adopted by the board of directors pursuant to this subdivision.
of this subsection as to any class of members, except when the plan includes what would bein effect anamendmentsubject to sub-sub-subdivision (5)a.2.ofthis subsection.
of this subsection as to any class of members, except when the plan includes what would bein effect anamendmentsubject to sub-sub-subdivision(5)a.2.ofthis subsection.
This subdivision does not apply in the case of a member that already has interest holder liability with Page 8 DRS15220-MVf-22 General Assembly Of North Carolina Session 2025 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.
This subdivision does not apply in the case of a member that already has interest holder liability with Page 8 Senate Bill 489-First Edition General Assembly Of North Carolina Session 2025 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.
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.
Unless prohibited by the plan, a domestic nonprofit corporation may abandon the plan in the same manner as the plan was approved bythe corporation without action byits 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.
(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 bythe domesticating nonprofit corporation, shall be delivered to the Secretaryof State for filing before the articles of domestication are effective.
DRS15220-MVf-22 Page 9 General Assembly Of North Carolina Session 2025 (a) Articles of domestication shall be signed by the domesticating corporation and delivered to the Secretary of State for filing.
Senate Bill 489-First Edition Page 9 General Assembly Of North Carolina Session 2025 (a) Articles of domestication shall be signed by the domesticating corporation and delivered to the Secretary of State for filing.
(4) Ifthedomesticated corporationis adomesticnonprofit 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.
(4) If thedomesticated corporationis adomesticnonprofit 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.
(d) Ifthedomesticated corporationis adomesticnonprofit corporation,thedomestication becomes effective when the articles of domestication are effective.
(d) If thedomesticated corporationis adomesticnonprofit corporation,thedomestication becomes effective when the articles of domestication are effective.
(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, Page 10 DRS15220-MVf-22 General Assembly Of North Carolina Session 2025 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:
(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, Page 10 Senate Bill 489-First Edition General Assembly Of North Carolina Session 2025 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:
DRS15220-MVf-22 Page 11 General Assembly Of North Carolina Session 2025 … (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.
Senate Bill 489-First Edition Page 11 General Assembly Of North Carolina Session 2025 … (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.
…." SECTION3.3.(a) Sections3.1and3.2ofthisPartbecomeeffectiveOctober1,2025.
…." SECTION3.3.(a) Sections3.1and3.2of thisPartbecomeeffectiveOctober1,2025.
Page 12 DRS15220-MVf-22 General Assembly Of North Carolina Session 2025 (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.
Page 12 Senate Bill 489-First Edition General Assembly Of North Carolina Session 2025 (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.
(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:
(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 bythe members to elect the full authorized number of directors, the vacancymay be filled:filled by any of the following means:
DRS15220-MVf-22 Page 13 General Assembly Of North Carolina Session 2025 (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.
Senate Bill 489-First Edition Page 13 General Assembly Of North Carolina Session 2025 (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.
Page 14 DRS15220-MVf-22 General Assembly Of North Carolina Session 2025 (2) The name of the resulting domestic nonprofit corporation into which the converting business entity will convert.
Page 14 Senate Bill 489-First Edition General Assembly Of North Carolina Session 2025 (2) The name of the resulting domestic nonprofit corporation into which the converting business entity will convert.
(3) That a plan of conversion has been approved by the converting business entity as required by law.
(3) That a plan of conversion has been approved bythe convertingbusiness entity as required by law.
(2) The title to all real estate and other property owned by the converting business entitycontinuesvestedin theresultingdomesticnonprofitcorporationwithout transfer, reversion, or impairment.
(2) The title to all real estate and other propertyowned bythe converting business entitycontinues vestedin theresultingdomesticnonprofitcorporationwithout transfer, reversion, or impairment.
DRS15220-MVf-22 Page 15 General Assembly Of North Carolina Session 2025 (5) A proceeding pending by or against the converting business entity may be continued as if the conversion did not occur.
Senate Bill 489-First Edition Page 15 General Assembly Of North Carolina Session 2025 (5) A proceeding pending by or against the converting business entity may be continued as if the conversion did not occur.
The conversion does not affect the liability or absence of liability of any holder of an interest in theconverting business entity foranyacts, omissions, orobligations oftheconverting business entity madeorincurred priorto theeffectiveness oftheconversion.Thecessation oftheexistence 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:
The conversion does not affect the liability or absence of liability of any holder of an interest in theconvertingbusiness entityfor anyacts, omissions, orobligations oftheconvertingbusiness entitymadeorincurred priorto theeffectiveness oftheconversion.
Thecessationoftheexistence 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:
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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.
The notice shall state that the purpose, or one of the purposes, of the meetingis to consider the plan of conversion and shall contain or be accompanied by a copy or summary of the plan.
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 DRS15220-MVf-22 General Assembly Of North Carolina Session 2025 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.
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 Senate Bill 489-First Edition General Assembly Of North Carolina Session 2025 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.
(4) In addition to the adoptionand approval ofthe planofconversionby theboard 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.
(4) In addition to the adoptionand approval ofthe planofconversionbytheboard 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.
DRS15220-MVf-22 Page 17
Senate Bill 489-First Edition Page 17
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Action History

  1. Passed 1st Reading

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

  3. Filed

Sponsors

Sponsorship breakdown

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0 sponsors · 2 co-sponsors · 177 not signed on

Sponsors (0)

None.

Co-sponsors (2)

Not signed on (177)

177 members have not signed on to this bill.

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"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.

Whip count is in markup. Polling the chamber and every recorded vote this session. Only the first open is slow. It’s instant for you after this. Calling the roll · Tallying · Engrossing

Subjects

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Frequently asked questions

Who sponsors SB 489?
SB 489 is sponsored by Julie Mayfield (Democratic) and Benton G. Sawrey (Republican).
What is the current status of SB 489?
This bill is in committee in the Senate. Introduced March 25, 2025. It must pass committee before a floor vote.
Where can I track SB 489?
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