GENERAL ASSEMBLY OF NORTH CAROLINA
SESSION 2025
S 1
SENATE BILL 489
Short Title: Modify Nonprofit Corp. Act/Charitable Org. (Public)
Sponsors: Senator Sawrey (Primary Sponsor).
Referred to: Rules and Operations of the Senate
March 26, 2025
*S489 -v-1*
A BILL TO BE ENTITLED 1
AN ACT TO MAKE VARIO US CHANGES TO THE NO RTH CAROLINA NONPROF IT 2
CORPORATIONS ACT AND TO ALLOW A CHARITAB LE ORGANIZATION'S 3
DISCLOSURE UNDER STA TE LAW TO BE SATISFI ED BY THE 4
ACKNOWLEDGEMENT REQU IRED FOR A TAX DEDUC TION UNDER FEDERAL 5
LAW. 6
The General Assembly of North Carolina enacts: 7
8
PART I. MODIFY LIMITATIONS ON MERGERS AN D SALES OF ASSETS 9
SECTION 1.(a) G.S. 55A-11-02 reads as rewritten: 10
"§ 55A-11-02. Limitations on mergers by charitable or religious corporations. 11
(a) Without the prior approval of the superior court in a proceeding in which the Attorney 12
General has been given written notice, a charitable or religious corporation may merge only with 13
any of the following: 14
… 15
(5) A limited liability company that satisfies both of the following conditions: 16
a. Its sole member is a domestic or foreign corporation that is exempt 17
from income tax under section 501(c)(3) of the Internal Revenue Code 18
of 1986 or any successor section. 19
b. It is disregarded for income tax purposes but would be eligible for an 20
exemption under section 501(c)(3) of the Internal Revenue Code of 21
1986 or any successor section if it were not disregarded for income tax 22
purposes. 23
…." 24
SECTION 1.(b) G.S. 55A-11-09 reads as rewritten: 25
"§ 55A-11-09. Merger with unincorporated entity. 26
(a) As used in this section, "business entity" means a (i) domestic business corporation 27
(including corporation, including a professional corporation as defined in G.S. 55B-2), a 28
G.S. 55B-2, (ii) foreign business corporation (including corporation, including a foreign 29
professional corporation as defined in G.S. 55B-16), a G.S. 55B-16, (iii) domestic or foreign 30
nonprofit corporation, a (iv) domestic or foreign limited liability company, a (v) domestic or 31
foreign limited partnership, a (vi) registered limited liability partnership or foreign limited 32
liability partnership as defined in G.S. 59-32, or any other partnership as defined in G.S. 59-36 33
whether or not formed under the laws of this State.State, or (vii) nonprofit association as defined 34
in G.S. 59B-2 whether or not formed under the laws of this State. 35 General Assembly Of North Carolina Session 2025
Page 2 Senate Bill 489-First Edition
(b) One or more domestic nonprofit corporations may merge with one or more 1
unincorporated entities and, if desired, one or more foreign nonprofit corporations, domestic 2
business corporations, or foreign business corporations if:if all of the following apply: 3
(1) The merger is permitted by the laws of the state or country governing the 4
organization and internal affairs of each of the other merging business 5
entities;entities. 6
(2) Each merging domestic nonprofit corporation and each other merging 7
business entity comply with the requirements of this section and, to the extent 8
applicable, the laws referred to in subdivision (1) of this subsection; 9
andsubsection. 10
(3) The merger complies with G.S. 55A-11-02, if applicable. 11
… 12
(c3) In the case of a merging domestic nonprofit corporation, approval of the plan of 13
merger requires that the plan of merger be adopted as provided in G.S. 55A-11-03. If any member 14
of a merging domestic nonprofit corporation has or will have personal liability for any existing 15
or future obligation of the surviving business entity solely as a result of holding an interest in the 16
surviving business entity, then in addition to the requirements of G.S. 55A-11-03, approval of 17
the plan of merger by the domestic nonprofit corporation shall require the affirmative vote or 18
written consent of the member. In the case of each other merging business entity, the plan of 19
merger must shall be approved in accordance with the laws of the state or country governing the 20
organization and internal affairs of such merging business entity. 21
… 22
(d) After a plan of merger has been approved by each merging domestic nonprofit 23
corporation and each other merging business entity as provided in subsection (c) of this section, 24
the surviving business entity shall deliver articles of merger to the Secretary of State for filing. 25
The articles of merger shall set forth:forth all of the following: 26
… 27
(e) A merger takes effect when the articles of merger become effective. When a merger 28
takes effect:effect, all of the following apply: 29
(1) Each other merging business entity merges into the surviving business entity 30
and the separate existence of each merging business entity except the 31
surviving business entity ceases;ceases. 32
(2) The title to all real estate and other property owned by each merging business 33
entity is vested in the surviving business entity without reversion or 34
impairment;impairment. 35
(3) The surviving business entity has all liabilities of each merging business 36
entity;entity. 37
(4) A proceeding pending by or against any merging business entity may be 38
continued as if the merger did not occur, or the surviving business entity may 39
be substituted in the proceeding for a merging business entity whose separate 40
existence ceases in the merger;merger. 41
(5) If a domestic nonprofit corporation is the surviving business entity, its articles 42
of incorporation shall be amended to the extent provided in the articles of 43
merger;merger. 44
(6) The interests in each merging business entity that are to be converted into 45
interests, obligations, or securities of the surviving business entity or into the 46
right to receive cash or other property are thereupon so converted, and the 47
former holders of the interests are entitled only to the rights provided to them 48
in the plan of merger or, in the case of former holders of shares in a domestic 49
business corporation, any rights they may have under Article 13 of Chapter 50
55 of the General Statutes; andStatutes. 51 General Assembly Of North Carolina Session 2025
Senate Bill 489-First Edition Page 3
… 1
(e1) If the surviving business entity is not a domestic limited liability company, a domestic 2
business corporation, a domestic nonprofit corporation, or a domestic limited partnership, when 3
the merger takes effect the surviving business entity is deemed:deemed to have done all of the 4
following: 5
(1) To agree Agreed that it may be served with process in this State in any 6
proceeding for enforcement of (i) any obligation of any merging domestic 7
limited liability company, domestic business corporation, domestic nonprofit 8
corporation, domestic limited partnership, or other partnership as defined in 9
G.S. 59-36 that is formed under the laws of this State, or nonprofit association 10
as defined in G.S. 59B-2 that is formed under the laws of this State, (ii) the 11
appraisal rights of shareholders of any merging domestic business corporation 12
under Article 13 of Chapter 55 of the General Statutes, and (iii) any obligation 13
of the surviving business entity arising from the merger; andmerger. 14
(2) To have appointed Appointed the Secretary of State as its agent for service of 15
process in any such the proceeding. Service on the Secretary of State of any 16
such process shall be made by delivering to and leaving with the Secretary of 17
State, or with any clerk authorized by the Secretary of State to accept service 18
of process, duplicate copies of such the process and the fee required by 19
G.S. 55A-1-22(b). Upon receipt of service of process on behalf of a surviving 20
business entity in the manner provided for in this section, the Secretary of 21
State shall immediately mail a copy of the process by registered or certified 22
mail, return receipt requested, to the surviving business entity. If the surviving 23
business entity is authorized to transact business or conduct affairs in this 24
State, the address for mailing shall be its principal office designated in the 25
latest document filed with the Secretary of State that is authorized by law to 26
designate the principal office or, if there is no principal office on file, its 27
registered office. If the surviving business entity is not authorized to transact 28
business or conduct affairs in this State, the address for mailing shall be the 29
mailing address designated pursuant to subdivision (3) of subsection (d) of 30
this section. 31
(f) This section does not apply to a merger that does not include a merging 32
unincorporated entity." 33
SECTION 1.(c) G.S. 55A-12-02 reads as rewritten: 34
"§ 55A-12-02. Sale of assets other than in regular course of activities. 35
… 36
(b) Unless this Chapter, the articles of incorporation, bylaws, or the board of directors or 37
members (acting pursuant to subsection (d) of this section) require a greater vote or voting by 38
class, the proposed transaction to be authorized shall be approved:approved by all of the 39
following: 40
(1) By the board;The board. 41
(2) By the The members entitled to vote thereon by two-thirds of the votes cast or 42
a majority of the votes entitled to be cast on the proposed transaction, 43
whichever is less; andless. 44
(3) In writing by any person or persons whose approval is required by a provision 45
of the articles of incorporation authorized by G.S. 55A-10-30 for an 46
amendment to the articles of incorporation or bylaws. 47
(c) If the corporation does not have members entitled to vote thereon, the transaction 48
shall be approved by a vote of a majority of the directors then in office. The corporation shall 49
provide at least five days' written notice of any directors' meeting at which such the approval will 50
be considered. The notice shall state that the purpose, or one of the purposes, of the meeting is to 51 General Assembly Of North Carolina Session 2025
Page 4 Senate Bill 489-First Edition
consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property 1
or assets of the corporation and contain or be accompanied by a description of the transaction. 2
… 3
(h) After a sale, lease, exchange, or other disposition of property is authorized, the 4
transaction may be abandoned (subject abandoned, subject to any contractual rights), rights, 5
without further action by the members or any other person who approved the transaction, in 6
accordance with the procedure set forth in the resolution proposing the transaction or, if none is 7
set forth, in the manner determined by the board of directors." 8
SECTION 1.(d) This section becomes effective October 1, 2025, and applies to 9
plans of mergers adopted on or after that date. 10
11
PART II. REQUIRE ANNUAL REPORTS TO THE SECRETARY OF STATE 12
SECTION 2.(a) Article 16 of Chapter 55A of the General Statutes is amended by 13
adding a new section to read: 14
"§ 55A-16-22.1. Annual report to the Secretary of State. 15
(a) Each domestic corporation and each foreign corporation authorized to conduct affairs 16
in this State shall submit an annual report to the Secretary of State, in electronic form as 17
prescribed by the Secretary of State, that sets forth all of the following: 18
(1) The name of the corporation and the state or country under whose law it is 19
incorporated. 20
(2) The street address, and the mailing address if different from the street address, 21
of the registered office in this State, the county in which the registered office 22
is located, the name and email address of its registered agent at that office, and 23
a statement of any change of the registered office or registered agent. 24
(3) The address and telephone number of its principal office. 25
(4) The names, titles, and business street addresses of its principal officers and 26
the name, mailing address, email address, and telephone number of an 27
individual who is authorized to provide information regarding persons with 28
the authority to bind the corporation. 29
(5) A brief description of the nature of its activities. 30
(6) An email address for the corporation, if different from the email address 31
provided under subdivision (2) of this subsection. 32
(b) The information in the annual report shall be current as of the date the annual report 33
is submitted on behalf of the corporation. 34
(c) The corporation shall submit an annual report to the Secretary of State by November 35
15 of each year following (i), in the case of a domestic corporation, the calendar year in which 36
the corporation was formed or (ii), in the case a foreign corporation, the calendar year in which 37
the Secretary of State issued to the foreign corporation a certificate of authority to conduct affairs 38
in this State. An annual report is due each year until (i), in the case of a domestic corporation, the 39
effective date of a voluntary or judicial dissolution or (ii), in the case of a foreign corporation, 40
the effective date of a certificate of withdrawal or revocation of a certificate of authority. 41
(d) If an annual report does not contain the information required by this section, the 42
Secretary of State shall promptly notify the reporting corporation in writing and return the report 43
to it for correction. If the report is corrected to contain the information required by this section 44
and submitted to the Secretary of State within 30 days after the notice, the report shall be deemed 45
to be timely submitted. 46
(e) Amendments to any previously filed annual report may be submitted for filing to the 47
Secretary of State at any time for the purpose of correcting, updating, or augmenting the 48
information contained in the annual report. 49 General Assembly Of North Carolina Session 2025
Senate Bill 489-First Edition Page 5
(f) If the Secretary of State does not receive an annual report within 60 days after the 1
date the report is due, the Secretary of State may presume that the annual report is delinquent. 2
This presumption may be rebutted by evidence of submission presented by the filing corporation. 3
(g) The Secretary of State may provide by email any notice or form required under this 4
section if the submitting domestic or foreign corporation to be notified has consented to receiving 5
notices and forms via email and has provided the Secretary of State an email address for receiving 6
the notices or forms. Any email address provided by a submitting corporation in accordance with 7
this section is confidential information and is not a public record under Chapter 132 of the 8
General Statutes. 9
(h) A domestic or foreign corporation shall be deemed to have filed the annual report 10
required by this section if all of the following have occurred: 11
(1) The corporation is a charitable organization or sponsor that is licensed under 12
Article 2 of Chapter 131F of the General Statutes. 13
(2) The corporation applies for the license electronically in a form prescribed by 14
the Secretary and provides additional information in that application that is 15
required for the annual report in this section. 16
(3) The corporation is licensed on the annual report due date." 17
SECTION 2.(b) G.S. 55A-1-22, as amended by Section 3.2(a) of this act, reads as 18
rewritten: 19
"§ 55A-1-22. Filing, service, and copying fees. 20
(a) The Secretary of State shall collect the following fees when the documents described 21
in this subsection are submitted to the Secretary for filing: 22
Document Fee 23
… 24
(29) Annual report No fee 25
…." 26
SECTION 2.(c) G.S. 55A-14-20 reads as rewritten: 27
"§ 55A-14-20. Grounds for administrative dissolution. 28
The Secretary of State may commence a proceeding under G.S. 55A-14-21 to dissolve 29
administratively a corporation if:if any of the following occurs: 30
(1) The corporation does not pay within 60 days after they are due any penalties, 31
fees, or other payments due under this Chapter;Chapter. 32
(2) Repealed by Session Laws 1995, c. 539, s. 24. 33
(2a) The corporation is delinquent in submitting its annual report. 34
(3) The corporation is without a registered agent or registered office in this State 35
for 60 days or more;more. 36
(4) The corporation does not notify the Secretary of State within 60 days that its 37
registered agent or registered office has been changed, that its registered agent 38
has resigned, or that its registered office has been discontinued;discontinued. 39
(5) The corporation's period of duration stated in its articles of incorporation 40
expires;expires. 41
(6) The corporation knowingly fails or refuses to answer truthfully and fully 42
within the time prescribed in this Chapter interrogatories propounded by the 43
Secretary of State in accordance with the provisions of this Chapter; 44
orChapter. 45
(7) The corporation does not designate the address of its principal office with the 46
Secretary of State or does not notify the Secretary of State within 60 days that 47
the principal office has changed." 48
SECTION 2.(d) G.S. 55A-14-22 reads as rewritten: 49
"§ 55A-14-22. Reinstatement following administrative dissolution. 50 General Assembly Of North Carolina Session 2025
Page 6 Senate Bill 489-First Edition
(a) A corporation administratively dissolved under G.S. 55A-14-21 may apply to the 1
Secretary of State for reinstatement. The application shall:shall do all of the following: 2
(1) Recite the name of the corporation and the effective date of its administrative 3
dissolution; anddissolution. 4
(2) State that the ground or grounds for dissolution either did not exist or have 5
been eliminated. 6
(a1) If, at the time the corporation applies for reinstatement, the name of the corporation 7
is not distinguishable from the name of another entity authorized to be used under G.S. 55D-21, 8
then the corporation must shall change its name to a name that is distinguishable upon the records 9
of the Secretary of State from the name of the other entity before the Secretary of State may 10
prepare a certificate of reinstatement. 11
(b) If the Secretary of State determines that the application contains the information 12
required by subsection (a) of this section, that the information is correct, and that the name of the 13
corporation complies with G.S. 55D-21 and any other applicable section, and that any penalties, 14
fees, or other payments due under this Chapter have been paid, the Secretary of State shall cancel 15
the certificate of dissolution and dissolution, prepare a certificate of reinstatement that recites the 16
Secretary of State's determination and the effective date of reinstatement, file the original of the 17
certificate, certificate of reinstatement, and mail a copy of it to the corporation. 18
(c) When the reinstatement is effective, it relates back to and takes effect as of the 19
effective date of the administrative dissolution and the corporation resumes carrying on its 20
activities as if the administrative dissolution had never occurred, subject to the rights of any 21
person who reasonably relied to his the person's prejudice upon the certificate of dissolution." 22
SECTION 2.(e) Until January 1, 2029, the Secretary of State may waive the fee 23
payable under G.S. 55A-1-22(a)(17) by a corporation seeking reinstatement following 24
administrative dissolution for delinquent filing pursuant to G.S. 55A-14-20(2a). 25
SECTION 2.(f) This section becomes effective January 1, 2027, and applies to 26
annual reports due on or after that date. 27
28
PART III. AUTHORIZE DOMESTICATION 29
SECTION 3.1. Chapter 55A of the General Statutes is amended by adding a new 30
Article to read: 31
"Article 11B. 32
"Domestication. 33
"§ 55A-11B-01. Definitions. 34
In this Article, the following definitions apply: 35
(1) Domesticated corporation. – The domesticating nonprofit corporation as it 36
continues in existence after a domestication. 37
(2) Domesticating corporation. – The domestic nonprofit corporation that 38
approves a plan of domestication pursuant to G.S. 55A-11B-04 or the foreign 39
corporation that approves a domestication pursuant to the law of the 40
jurisdiction of the foreign corporation. 41
(3) Domestication. – A transaction pursuant to this Article. 42
(4) Interest holder liability. – Any of the following: 43
a. Personal liability for a liability of a domestic or foreign nonprofit 44
corporation that is imposed on a person by either of the following: 45
1. Solely by reason of the status of the person as an interest 46
holder. 47
2. By a provision of the articles of incorporation or bylaws that 48
make one or more specified interest holders or categories of 49
interest holders liable in their capacity as interest holders for 50
all or specified liabilities of the entity. 51 General Assembly Of North Carolina Session 2025
Senate Bill 489-First Edition Page 7
b. An obligation of an interest holder under the bylaws to contribute to 1
the domestic or foreign nonprofit corporation. 2
(5) Law of the jurisdiction. – The law of the jurisdiction governing the 3
organization and internal affairs of the corporation. 4
"§ 55A-11B-02. Domestication; preliminary provisions. 5
(a) By complying with the provisions of this Article applicable to foreign nonprofit 6
corporations, a foreign nonprofit corporation may become a domestic nonprofit corporation, if 7
the domestication is permitted by the law of the jurisdiction of the foreign corporation. 8
(b) By complying with the provisions of this Article, a domestic nonprofit corporation 9
may become a foreign nonprofit corporation pursuant to a plan of domestication, if the 10
domestication is permitted by the law of the jurisdiction of the foreign corporation. 11
(c) A charitable or religious corporation may only become a foreign nonprofit 12
corporation in accordance with the requirements of G.S. 55A-11-02 for mergers involving 13
charitable or religious corporations, and the domesticated corporation shall meet the same 14
requirements as the survivor in a merger. 15
(d) Any devise, gift, grant, or promise contained in a will or other instrument of donation, 16
subscription, or conveyance that is made to a domesticating corporation and that takes effect or 17
remains payable after the domestication becomes effective inures to the domesticated corporation 18
unless the will or other instrument otherwise specifically provides. 19
"§ 55A-11B-03. Plan of domestication. 20
(a) A domestic nonprofit corporation may become a foreign nonprofit corporation by 21
approving a plan of domestication. The plan of domestication shall include all of the following: 22
(1) The name of the domesticating corporation. 23
(2) The name and governing jurisdiction of the domesticated corporation. 24
(3) The manner and basis of converting the memberships, if any, of the 25
domesticating corporation into memberships, obligations, rights to acquire 26
memberships, cash, other property, or any combination thereof. 27
(4) The proposed articles of incorporation and bylaws of the domesticated 28
corporation. 29
(5) The other terms and conditions of the domestication. 30
(b) In addition to the requirements of subsection (a) of this section, a plan of 31
domestication may contain any other provision not prohibited by law. 32
(c) The terms of a plan of domestication, other than the terms described in subdivisions 33
(1), (2), and (4) of subsection (a) of this section, may be made dependent upon facts objectively 34
ascertainable outside the plan if the plan sets forth the manner in which the facts will operate 35
upon the terms of the plan. The facts may include any of the following: 36
(1) Statistical or market indices, market prices of any security or group of 37
securities, interest rates, currency exchange rates, or similar economic or 38
financial data. 39
(2) A determination or action by any person or body, including the nonprofit 40
corporation or any other party to the plan. 41
(3) The terms of, or actions taken under, an agreement to which the corporation 42
is a party, or any other agreement or record. 43
"§ 55A-11B-04. Approval of domestication. 44
(a) If a domestic nonprofit corporation is to be the domesticating corporation, the plan of 45
domestication shall be adopted in the following manner: 46
(1) The plan of domestication shall first be adopted by the board of directors. The 47
board may set conditions for (i) approval of the plan of domestication by the 48
members or (ii) the effectiveness of the plan of domestication. If the 49
domesticating corporation does not have any members entitled to vote on the 50 General Assembly Of North Carolina Session 2025
Page 8 Senate Bill 489-First Edition
domestication, a plan of domestication is adopted by the corporation when it 1
has been adopted by the board of directors pursuant to this subdivision. 2
(2) Except as provided in subdivision (1) of this subsection, the plan of 3
domestication shall then be approved by the members. In submitting the plan 4
of domestication to the members for approval, the board of directors shall 5
recommend that the members approve the plan, unless the board of directors 6
makes a determination that because of conflicts of interest or other special 7
circumstances it should not make the recommendation, in which case the 8
board shall inform the members of the basis for not making the 9
recommendation. 10
(3) If the plan of domestication is required to be approved by the members, and if 11
the approval is to be given at a meeting, the corporation shall notify each 12
member entitled to vote of the meeting of the members at which the plan of 13
domestication is to be submitted for approval. The notice shall (i) state that 14
the purpose, or one of the purposes, of the meeting is to consider the plan of 15
domestication and (ii) contain or be accompanied by a copy or summary of 16
the plan. The notice shall include or be accompanied by a copy of the articles 17
of incorporation and the bylaws as they will be in effect immediately after the 18
domestication. 19
(4) Unless the articles of incorporation or bylaws, or the board of directors acting 20
pursuant to subdivision (1) of this subsection, require a greater vote or a 21
greater quorum, approval of the plan of domestication requires (i) the approval 22
of the members at a meeting at which a quorum exists consisting of a majority 23
of the votes entitled to be cast on the plan and (ii), if any class of membership 24
is entitled to vote as a separate group on the plan of merger, the approval of 25
each class of members voting as a separate voting group at a meeting at which 26
a quorum of the voting group exists consisting of a majority of the votes 27
entitled to be cast on the plan by that voting group. 28
(5) Subject to subdivision (6) of this subsection, separate voting by voting groups 29
on a plan of domestication is required in the following circumstances: 30
a. By each class of memberships that is either of the following: 31
1. To be converted under the plan of domestication into security 32
interests, obligations, rights to acquire securities or interests, 33
cash, other property, or any combination thereof. 34
2. Entitled to vote as a separate group on a provision in the plan 35
that constitutes a proposed amendment to the articles or bylaws 36
of the domesticated corporation that requires action by separate 37
voting groups under the provisions of this Chapter. 38
b. If the voting group is entitled under the articles of incorporation or 39
bylaws to vote as a group to approve a plan of domestication. 40
(6) The articles of incorporation or bylaws may expressly limit or eliminate the 41
separate voting rights provided in sub-sub-subdivision (5)a.1. of this 42
subsection as to any class of members, except when the plan includes what 43
would be in effect an amendment subject to sub-sub-subdivision (5)a.2. of this 44
subsection. 45
(7) If, as a result of a domestication, one or more members of the domesticating 46
corporation would become subject to new interest holder liability, approval of 47
the plan of domestication requires the signing in connection with the 48
domestication, by each affected member, of a separate consent in a record to 49
become subject to the new interest holder liability. This subdivision does not 50
apply in the case of a member that already has interest holder liability with 51 General Assembly Of North Carolina Session 2025
Senate Bill 489-First Edition Page 9
respect to the domesticating corporation, if the terms and conditions of the 1
new interest holder liability with respect to the domesticated corporation are 2
substantially identical to those of the existing interest holder liability, other 3
than for changes that eliminate or reduce the interest holder liability. 4
(8) In addition to the adoption and approval of the plan of domestication by the 5
board of directors and members as required by this section, the plan of 6
domestication shall also be approved in a record by any person or group of 7
persons whose approval is required under G.S. 55A-10-30 to amend the 8
articles or bylaws. 9
(b) The plan of domestication of a charitable or religious corporation is subject to the 10
approval requirements described in G.S. 55A-11B-02(c). 11
"§ 55A-11B-05. Amendment or abandonment of plan of domestication; abandonment. 12
(a) Before articles of domestication have taken effect, a plan of domestication of a 13
domestic nonprofit corporation may be amended, except as otherwise provided in the plan. 14
(b) A domestic nonprofit corporation may approve an amendment of a plan of 15
domestication in any of the following ways: 16
(1) In the same manner as the plan was approved, if the plan does not provide for 17
the manner in which it may be amended. 18
(2) In the manner provided in the plan, except that a member that was entitled to 19
vote on or consent to approval of the plan is entitled to vote on or consent to 20
any amendment of the plan that will change any of the following: 21
a. The amount or kind of memberships, securities, obligations, money 22
rights to acquire memberships, securities, money, other property, or 23
any combination thereof to be received by any of the members of the 24
domesticating corporation under the plan. 25
b. The articles of incorporation or bylaws of the domesticated 26
corporation that will be in effect immediately after the domestication 27
becomes effective, except for changes that do not require approval of 28
the members of the domesticated corporation under the law of the 29
jurisdiction of the domesticated corporation or its proposed articles of 30
or bylaws as set forth in the plan. 31
c. Any of the other terms or conditions of the plan, if the change would 32
adversely affect the member in any material respect. 33
(c) After a plan of domestication has been approved and before the articles of 34
domestication have become effective, the plan may be abandoned as provided in the plan. Unless 35
prohibited by the plan, a domestic nonprofit corporation may abandon the plan in the same 36
manner as the plan was approved by the corporation without action by its members in accordance 37
with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the 38
manner determined by the board of directors. 39
(d) If a domestication is abandoned after articles of domestication have been delivered to 40
the Secretary of State for filing but before the articles are effective, articles of abandonment, 41
signed by the domesticating nonprofit corporation, shall be delivered to the Secretary of State for 42
filing before the articles of domestication are effective. The articles of abandonment take effect 43
upon filing, and the domestication is abandoned and does not become effective. The articles of 44
abandonment shall contain all of the following: 45
(1) The name of the domesticating corporation. 46
(2) The date on which the articles of domestication were filed by the Secretary of 47
State. 48
(3) A statement that the domestication has been abandoned in accordance with 49
this section. 50
"§ 55A-11B-06. Articles of domestication; effective date. 51 General Assembly Of North Carolina Session 2025
Page 10 Senate Bill 489-First Edition
(a) Articles of domestication shall be signed by the domesticating corporation and 1
delivered to the Secretary of State for filing. 2
(b) The articles of domestication shall contain all of the following: 3
(1) The name and governing jurisdiction of the domesticating corporation. 4
(2) The name and governing jurisdiction of the domesticated corporation. 5
(3) If the domesticating corporation is a domestic nonprofit corporation, a 6
statement that the plan of domestication was approved in accordance with this 7
Article or, if the domesticating corporation is a foreign nonprofit corporation, 8
a statement that the domestication was approved in accordance with its law of 9
jurisdiction. 10
(4) If the domesticated corporation is a domestic nonprofit corporation, its articles 11
of incorporation, as an attachment, except that provisions that would not be 12
required to be included in restated articles of incorporation may be omitted 13
from the articles of the domesticated corporation and the articles do not need 14
to be signed. 15
(c) In addition to the requirements of subsection (b) of this section, articles of 16
domestication may contain any other provision not prohibited by law. 17
(d) If the domesticated corporation is a domestic nonprofit corporation, the domestication 18
becomes effective when the articles of domestication are effective. If the domesticated 19
corporation is a foreign nonprofit corporation, the domestication becomes effective on the later 20
of the following: 21
(1) The date and time provided by the law of the jurisdiction of the domesticated 22
corporation. 23
(2) When the articles of domestication are effective. 24
"§ 55A-11B-07. Effect of domestication. 25
(a) When a domestication becomes effective, all of the following apply: 26
(1) All property owned by, and every contract right possessed by, the 27
domesticating corporation becomes the property and contract rights of the 28
domesticated corporation without transfer, reversion, or impairment. 29
(2) All debts, obligations, and other liabilities of the domesticating corporation 30
remain the debts, obligations, and other liabilities of the domesticated 31
corporation. 32
(3) The name of the domesticated corporation may be, but is not required to be, 33
substituted for the name of the domesticating corporation in any pending 34
proceeding. 35
(4) The articles of incorporation and bylaws of the domesticated corporation 36
become effective. 37
(5) The memberships of the domesticating corporation are reclassified into 38
memberships, obligations, rights to acquire memberships, cash, or other 39
property in accordance with the terms of the domestication, and the members 40
of the domesticating corporation are entitled only to the rights provided to 41
them by those terms. 42
(6) The domesticated corporation is all of the following: 43
a. Incorporated under and subject to the current law of the jurisdiction of 44
the domesticated corporation. 45
b. The same corporation without interruption as the domesticating 46
corporation. 47
c. Deemed to have been incorporated on the date the domesticating 48
corporation was originally incorporated. 49
(b) Except as otherwise provided under the law of the jurisdiction or the articles of 50
incorporation or bylaws of a foreign nonprofit corporation that is the domesticating corporation, 51 General Assembly Of North Carolina Session 2025
Senate Bill 489-First Edition Page 11
the interest holder liability of a member in a foreign corporation that is domesticated into this 1
State who had interest holder liability in respect of the domesticating corporation before the 2
domestication becomes effective shall be as follows: 3
(1) The domestication does not discharge that prior interest holder liability with 4
respect to any interest holder liabilities that arose before the domestication 5
becomes effective. 6
(2) The provisions of the law of the jurisdiction of the domesticating corporation 7
shall continue to apply to the collection or discharge of any interest holder 8
liabilities preserved by subdivision (1) of this subsection, as if the 9
domestication had not occurred. 10
(3) The member shall have such rights of contribution from other persons as are 11
provided by the law of the jurisdiction of the domesticating corporation with 12
respect to any interest holder liabilities preserved by subdivision (1) of this 13
subsection, as if the domestication had not occurred. 14
(4) The member shall not, by reason of the prior interest holder liability, have 15
interest holder liability with respect to any interest holder liabilities that are 16
incurred after the domestication becomes effective. 17
(c) A member who becomes subject to interest holder liability in respect of the 18
domesticated corporation as a result of the domestication shall have such interest holder liability 19
only in respect of interest holder liabilities that arise after the domestication becomes effective. 20
(d) A domestication does not constitute or cause the dissolution of the domesticating 21
corporation." 22
SECTION 3.2.(a) G.S. 55A-1-22 reads as rewritten: 23
"§ 55A-1-22. Filing, service, and copying fees. 24
(a) The Secretary of State shall collect the following fees when the documents described 25
in this subsection are delivered submitted to the Secretary for filing: 26
Document Fee 27
… 28
(13a) Reserved for future codification purposes. 29
(13b) Reserved for future codification purposes. 30
(13c) Articles of domestication $25.00 31
(13d) Articles of abandonment of domestication $10.00 32
…." 33
SECTION 3.2.(b) G.S. 55A-1-60 reads as rewritten: 34
"§ 55A-1-60. Judicial relief. 35
(a) If for any reason it is impracticable for any corporation to call or conduct a meeting 36
of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed 37
by its articles of incorporation, bylaws, or this Chapter, then upon petition of a director, officer, 38
delegate, member, or the Attorney General, the superior court may order that such a meeting be 39
held or that a written ballot or other method be used for obtaining the vote of members, delegates, 40
or directors, in such a manner as the court finds fair and equitable under the circumstances. 41
… 42
(d) Whenever practical any order issued pursuant to this section shall limit the subject 43
matter of meetings or other forms of consent authorized to items, including amendments to the 44
articles of incorporation or bylaws, the resolution of which will or may enable the corporation to 45
continue managing its affairs without further resort to this section; provided, however, that 46
section. However, an order under this section may also authorize the obtaining of whatever votes 47
and approvals are necessary for the dissolution, domestication, merger, or sale of assets. 48
…." 49
SECTION 3.2.(c) G.S. 55A-8-25 reads as rewritten: 50
"§ 55A-8-25. Committees of the board. 51 General Assembly Of North Carolina Session 2025
Page 12 Senate Bill 489-First Edition
… 1
(d) To the extent specified by the board of directors or in the articles of incorporation or 2
bylaws, each committee of the board may exercise the board's authority under 3
G.S. 55A-8-01.G.S. 55A-8-01, except that a 4
(e) A committee of the board shall not, however:not exercise authority to do any of the 5
following: 6
(1) Authorize distributions;distributions. 7
(2) Recommend to members or approve dissolution, merger domestication, 8
merger, or the sale, pledge, or transfer of all or substantially all of the 9
corporation's assets;assets. 10
(3) Elect, appoint or remove directors, or fill vacancies on the board of directors 11
or on any of its committees; orcommittees. 12
(4) Adopt, amend, or repeal the articles of incorporation or bylaws. 13
…." 14
SECTION 3.3.(a) Sections 3.1 and 3.2 of this Part become effective October 1, 2025. 15
Except as otherwise provided, this Part is effective when it becomes law. 16
SECTION 3.3.(b) If a protected agreement of a domestic domesticating nonprofit 17
corporation in effect immediately before the domestication becomes effective contains a 18
provision applying to a merger of the corporation and the agreement does not refer to a 19
domestication of the corporation, the provision applies to a domestication of the corporation as 20
if the domestication were a merger until the provision is first amended after October 1, 2025. 21
SECTION 3.3.(c) For the purposes of this section, a protected agreement is any of 22
the following in effect immediately before October 1, 2025: 23
(1) A document evidencing indebtedness of a domestic nonprofit corporation and 24
any related agreement. 25
(2) An agreement that is binding on a domestic nonprofit corporation. 26
(3) The articles of incorporation or bylaws of a domestic nonprofit corporation. 27
(4) An agreement that is binding on any of the interest holders or directors of a 28
domestic nonprofit corporation in their capacities as interest holders or 29
directors. 30
31
PART IV. MODIFY REQUIRED NUMBER OF DIREC TORS 32
SECTION 4.(a) G.S. 55A-1-50 reads as rewritten: 33
"§ 55A-1-50. Private Foundations. 34
(a) Except where otherwise determined by a court of competent jurisdiction, a 35
corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code 36
of 1986:1986 shall comply with all of the following: 37
(1) Shall distribute such amounts for each taxable year at such the time and in 38
such the manner required so as not to subject the corporation to tax under 39
section 4942 of the Code. 40
(2) Shall not engage in any act of self-dealing as defined in section 4941(d) of the 41
Code. 42
(3) Shall not retain any excess business holdings as defined in section 4943(c) of 43
the Code. 44
(4) Shall not make any investments in such a manner as to that would subject the 45
corporation to tax under section 4944 of the Code. 46
(5) Shall not make any taxable expenditures as defined in section 4945(d) of the 47
Code. 48
All references in this section to sections of the Code shall be to sections of the Internal 49
Revenue Code of 1986 as amended from time to time, or to corresponding provisions of 50
subsequent internal revenue laws of the United States. 51 General Assembly Of North Carolina Session 2025
Senate Bill 489-First Edition Page 13
(b) A board of directors of a private foundation shall consist of one or more natural 1
persons, with the number specified in or fixed in accordance with the articles of incorporation or 2
bylaws." 3
SECTION 4.(b) G.S. 55A-8-03 reads as rewritten: 4
"§ 55A-8-03. Number of directors. 5
(a) A Except as provided in G.S. 55A-1-50(b), a board of directors shall consist of one 6
three or more natural persons, with the number specified in or fixed in accordance with the 7
articles of incorporation or bylaws. 8
(b) The number of directors may be increased or decreased from time to time by 9
amendment to or in the manner prescribed in the articles of incorporation or bylaws. 10
(c) The articles of incorporation or bylaws may establish a variable range for the size of 11
the board of directors by fixing a minimum number not inconsistent with this Chapter and 12
maximum number of directors. If a variable range is established, the number of directors may be 13
fixed or changed from time to time, within the minimum and maximum, by the members entitled 14
to vote for directors or (unless or, unless the articles of incorporation or an agreement valid under 15
G.S. 55A-7-30 shall otherwise provide) provide, the board of directors. If the corporation has 16
members entitled to vote for directors, only such those members may change the range for the 17
size of the board or change from a fixed to a variable-range size board or vice versa." 18
SECTION 4.(c) G.S. 55A-8-11 reads as rewritten: 19
"§ 55A-8-11. Vacancy on board. 20
(a) Unless the articles of incorporation or bylaws provide otherwise, and except as 21
provided in subsections (b) and (c) of this section, if a vacancy occurs on a board of directors, 22
including, without limitation, a vacancy resulting from an increase in the number of directors or 23
from the failure by the members to elect the full authorized number of directors, the vacancy may 24
be filled:filled by any of the following means: 25
(1) By the members entitled to vote for directors, if any, or if the vacant office 26
was held by a director elected by a class, chapter or other organizational unit, 27
or by region or other geographic grouping, by the members of that class, 28
chapter, unit, or grouping;grouping. 29
(2) By the board of directors; ordirectors. 30
(3) If the directors remaining in the office constitute fewer than a quorum of the 31
board, by the affirmative vote of a majority of all the directors, or by the sole 32
director, remaining in office. 33
(b) Unless the articles of incorporation or bylaws provide otherwise, if a vacant office 34
was held by an appointed director, only the person who appointed the director may fill the 35
vacancy. 36
(c) If a vacant office was held by a designated director, the vacancy shall be filled only 37
as provided in the articles of incorporation or bylaws. 38
(d) A vacancy that will occur at a specific later date (by date, by reason of a resignation 39
effective at a later date under G.S. 55A-8-07(b) or otherwise) otherwise, may be filled before the 40
vacancy occurs but the new director shall not take office until the vacancy occurs. 41
(e) Notwithstanding G.S. 55A-8-03(a), a board of directors may have fewer than three 42
members due to vacancies until the vacancies are filled." 43
SECTION 4.(d) This section becomes effective October 1, 2025, and applies to 44
corporations organized on or after that date. 45
46
PART V. MODIFY THE R EQUIREMENT FOR ESTAB LISHING COMMITTEES O F 47
THE BOARD OF DIRECTO RS 48
SECTION 5.(a) G.S. 55A-8-25 reads as rewritten: 49
"§ 55A-8-25. Committees of the board. 50 General Assembly Of North Carolina Session 2025
Page 14 Senate Bill 489-First Edition
(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors 1
may create one or more committees of the board and appoint members of the board to serve on 2
them. Each committee shall have two or more members, who serve at the pleasure of the board. 3
(b) The Unless the articles of incorporation or bylaws provide otherwise, the creation of 4
a committee and appointment of members to it shall be approved by the greater of:of the 5
following: 6
(1) A majority of all the directors in office when the action is taken; ortaken. 7
(2) The number of directors required by the articles of incorporation or bylaws to 8
take action under G.S. 55A-8-24. 9
(c) G.S. 55A-8-20 through G.S. 55A-8-24, which govern meetings, action without 10
meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply 11
to committees of the board and their members as well. 12
(d) To the extent specified by the board of directors or in the articles of incorporation or 13
bylaws, each committee of the board may exercise the board's authority under G.S. 55A-8-01. 14
(e) A committee of the board shall not, however:however, take the following actions: 15
(1) Authorize distributions;distributions. 16
(2) Recommend to members or approve dissolution, merger or the sale, pledge, 17
or transfer of all or substantially all of the corporation's assets;assets. 18
(3) Elect, appoint or remove directors, or fill vacancies on the board of directors 19
or on any of its committees; orcommittees. 20
(4) Adopt, amend, or repeal the articles of incorporation or bylaws. 21
(f) The creation of, delegation of authority to, or action by a committee does not alone 22
constitute compliance by a director with the standards of conduct described in G.S. 55A-8-30." 23
SECTION 5.(b) This section becomes effective October 1, 2025, and applies to 24
committees created on or after that date. 25
26
PART VI. FURTHER AUTHORIZE AND CLARIFY C ONVERSION 27
SECTION 6.(a) Article 11A of Chapter 55A of the General Statutes is amended by 28
adding a new Part to read: 29
"Part 1. Conversion To Nonprofit Corporation. 30
"§ 55A-11A-01. Conversion. 31
(a) As used in this section, "business entity" means a domestic business corporation, 32
including a professional corporation as defined in G.S. 55B-2, a foreign business corporation, 33
including a foreign professional corporation as defined in G.S. 55B-16, a domestic or foreign 34
nonprofit corporation, a domestic or foreign limited liability company, a domestic or foreign 35
limited partnership, a registered limited liability partnership or foreign limited liability 36
partnership as defined in G.S. 59-32, or any other partnership as defined in G.S. 59-36 whether 37
or not formed under the laws of this State. 38
(b) A business entity, other than a domestic nonprofit corporation, may convert to a 39
domestic nonprofit corporation if both of the following apply: 40
(1) The conversion is permitted by the laws of the state or country governing the 41
organization and internal affairs of the converting business entity. 42
(2) The converting business entity complies with the requirements of this Part 43
and, to the extent applicable, the laws referred to in subdivision (1) of this 44
subsection. 45
"§ 55A-11A-02. Plan of conversion. 46
(a) The converting business entity shall approve a written plan of conversion containing 47
all of the following: 48
(1) The name of the converting business entity, its type of business entity, and the 49
state or country whose laws govern its organization and internal affairs. 50 General Assembly Of North Carolina Session 2025
Senate Bill 489-First Edition Page 15
(2) The name of the resulting domestic nonprofit corporation into which the 1
converting business entity will convert. 2
(3) The terms and conditions of the conversion. 3
(4) The manner and basis for converting the interests in the converting business 4
entity, if any, into any combination of eligible interests or other securities, 5
rights to acquire interests or other securities, obligations, cash, or other 6
property of the resulting domestic nonprofit corporation. 7
(b) The plan of conversion may contain any other provisions not prohibited by law. 8
(c) The provisions of the plan of conversion, other than the provisions required by 9
subdivisions (1) and (2) of subsection (a) of this section, may be made dependent on facts 10
objectively ascertainable outside the plan of conversion if the plan of conversion sets forth the 11
manner in which the facts will operate upon the affected provisions. 12
(d) The plan of conversion shall be approved in accordance with the laws of the state or 13
country governing the organization and internal affairs of the converting business entity. 14
(e) After a plan of conversion has been approved as provided in subsection (d) of this 15
section, but before articles of incorporation for the resulting domestic nonprofit corporation 16
become effective, the plan of conversion may be amended or abandoned to the extent permitted 17
by the laws that govern the organization and internal affairs of the converting business entity. 18
"§ 55A-11A-03. Filing of articles of incorporation by converting business entity. 19
(a) After a plan of conversion has been approved by the converting business entity as 20
provided in G.S. 55A-11A-02, the converting business entity shall deliver articles of conversion 21
to the Secretary of State for filing. In addition to the matters required or permitted by 22
G.S. 55A-2-02, the articles of incorporation shall contain articles of conversion stating all of the 23
following: 24
(1) That the corporation is being formed pursuant to a conversion of a business 25
entity. 26
(2) The name of the converting business entity, its type of business entity, and the 27
state or country whose laws govern its organization and internal affairs. 28
(3) That a plan of conversion has been approved by the converting business entity 29
as required by law. 30
(b) If the plan of conversion is abandoned after the articles of incorporation have been 31
filed with the Secretary of State but before the articles of incorporation become effective, the 32
converting business entity shall deliver to the Secretary of State for filing prior to the time the 33
articles of incorporation become effective an amendment to the articles of incorporation 34
withdrawing the articles of incorporation. 35
(c) The conversion takes effect when the articles of incorporation become effective. 36
(d) Certificates of conversion shall also be registered as provided in G.S. 47-18.1. 37
"§ 55A-11A-04. Effects of conversion. 38
When the conversion takes effect, all of the following apply: 39
(1) The converting business entity ceases its prior form of organization and 40
continues in existence as the resulting domestic nonprofit corporation. 41
(2) The title to all real estate and other property owned by the converting business 42
entity continues vested in the resulting domestic nonprofit corporation without 43
transfer, reversion, or impairment. 44
(3) Except as otherwise provided by law or by the plan of conversion, all rights, 45
privileges, immunities, powers, and purposes of the converting business entity 46
remain vested in the resulting domestic nonprofit corporation. 47
(4) All debts, obligations, and other liabilities of the converting business entity 48
continue as debts, obligations, and other liabilities of the resulting domestic 49
nonprofit corporation. 50 General Assembly Of North Carolina Session 2025
Page 16 Senate Bill 489-First Edition
(5) A proceeding pending by or against the converting business entity may be 1
continued as if the conversion did not occur. The name of the resulting 2
domestic nonprofit corporation may be substituted for the name of the 3
converting business entity in any pending action or proceeding. 4
(6) The interests and obligations in the converting business entity are converted 5
to eligible interests or other securities, rights to acquire interests or other 6
securities, obligations, cash, or other property of the resulting domestic 7
corporation in accordance with the plan of conversion. 8
(7) All of the following apply to the resulting domestic nonprofit corporation: 9
a. It is incorporated under and subject to this Chapter. 10
b. It converts from the converting business entity into its new form of 11
organization interruption. 12
c. It is deemed to have been incorporated on the date that the converting 13
entity was originally incorporated or organized. 14
The conversion does not affect the liability or absence of liability of any holder of an interest 15
in the converting business entity for any acts, omissions, or obligations of the converting business 16
entity made or incurred prior to the effectiveness of the conversion. The cessation of the existence 17
of the converting business entity in its prior form of organization in the conversion does not 18
constitute a dissolution or termination of the converting business entity." 19
SECTION 6.(b) Part 2 of Article 11A of Chapter 55A of the General Statutes reads 20
as rewritten: 21
"Part 2. Conversion of Nonprofit Corporation. 22
"§ 55A-11A-10. Conversion. 23
(a) A charitable or religious corporation may convert to a domestic limited liability 24
company if the converting charitable or religious corporation complies with the requirements of 25
this part Part and the requirements of G.S. 57D-9-20, 57D-9-21, and 57D-9-22. 26
(b) The plan of conversion of a charitable or religious corporation to a domestic limited 27
liability company under G.S. 57D-9-21 shall comply with all of the following: 28
(1) If the converting charitable or religious corporation does not have any 29
members entitled to vote on the conversion, the plan shall be approved by the 30
board of directors of the converting charitable or religious corporation. 31
(2) If the charitable or religious corporation has members entitled to vote on the 32
conversion, the plan shall first be approved by the board of directors and then 33
by the members entitled to vote on the conversion in accordance with the 34
following: 35
a. In submitting the plan of conversion to the members for approval, the 36
board of directors shall recommend that the members approve the plan 37
unless the directors make a determination that because of conflicts of 38
interest or other special circumstances they should not make this 39
recommendation, in which case the directors shall inform the members 40
of the basis for so proceeding. 41
b. If the approval is to be given at a meeting, the charitable or religious 42
corporation shall notify each member entitled to vote of the meeting 43
of members at which the plan of conversion will be submitted for 44
approval. The notice shall state that the purpose, or one of the 45
purposes, of the meeting is to consider the plan of conversion and shall 46
contain or be accompanied by a copy or summary of the plan. 47
c. Unless the articles of incorporation, the bylaws, or the board of 48
directors of the charitable or religious corporation require a different 49
vote or quorum, approval of the plan of conversion requires (i) the 50
approval of the members, consisting of the majority of the votes 51 General Assembly Of North Carolina Session 2025
Senate Bill 489-First Edition Page 17
entitled to be cast on the plan, at a meeting at which a quorum exists 1
and (ii) the approval of each separate voting group, consisting of a 2
majority of the votes entitled to be cast on the plan by that voting 3
group, at a meeting at which a quorum of the voting group is present. 4
(3) If, as a result of the conversion, one or more members of the converting entity 5
would become subject to new member liability, approval of the plan of 6
conversion requires that each of those members sign a separate record 7
consenting to become subject to the new member liability. 8
(4) In addition to the adoption and approval of the plan of conversion by the board 9
of directors and members as required by this section, the plan of conversion 10
shall also be approved by any person or group of persons whose approval is 11
required under G.S. 55A-10-30 to amend the articles of incorporation or 12
bylaws of the charitable or religious corporation." 13
SECTION 6.(c) This section becomes effective October 1, 2025, and applies to plans 14
of conversion approved on or after that date. 15
16
PART VII. ALIGN STATE AND FEDERAL DISCLOS URE REQUIREMENTS FOR 17
CHARITABLE ORGANIZAT IONS 18
SECTION 7. G.S. 131F-9 reads as rewritten: 19
"§ 131F-9. Disclosure requirements of charitable organizations and sponsors. 20
… 21
(b) Disclosures. – A charitable organization or sponsor soliciting in this State shall 22
include all of the following disclosures at the point of solicitation: 23
… 24
(4) Upon request, the amount of the contribution which that may be deducted as 25
a charitable contribution under federal income tax laws. A written 26
acknowledgement that provides the information set forth in section 170(f)(8) 27
of the Internal Revenue Code satisfies this disclosure requirement. 28
…." 29
30
PART VIII. EFFECTIVE DATE AND APPLICABIL ITY 31
SECTION 8. Except as otherwise provided, this act is effective when it becomes 32
law. 33