A BILL TO BE ENTITLED
AN ACT to make technical, clarifying, and administrative changes to the North Carolina Nonprofit Corporation Act affecting Mergers and to increase the threshold to be exempt from charitable solicitation licensing requirements.
The General Assembly of North Carolina enacts:
SECTION 1.  G.S. 55A‑11‑02 reads as rewritten:
"§ 55A‑11‑02.  Limitations on mergers by charitable or religious corporations.
(a)	Without the prior approval of the superior court in a proceeding in which the Attorney General has been given written notice, a charitable or religious corporation may merge only with any of the following:
…
(5)	A limited liability company (i) whose sole member is a charitable or religious corporation or a foreign corporation that would qualify under this Chapter as a charitable or religious corporation and (ii) that is disregarded for income tax purposes and satisfies both of the following conditions:
a.	The owner of the limited liability company is an organization that is exempt from income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or any successor section.
b.	The limited liability company is a nonprofit entity that 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.
…."
SECTION 2.  G.S. 55A‑11‑09 reads as rewritten:
"§ 55A‑11‑09.  Merger with unincorporated entity.
(a)	As used in this section, "business entity" means a domestic business corporation (including a professional corporation as defined in G.S. 55B‑2), a foreign business corporation (including a foreign professional corporation as defined in G.S. 55B‑16), a domestic or foreign nonprofit corporation, a domestic or foreign limited liability company, a domestic or foreign limited partnership, a registered limited liability partnership or foreign limited liability partnership as defined in G.S. 59‑32, or any other partnership as defined in G.S. 59‑36 whether or not formed under the laws of this State, or a nonprofit association as defined in G.S. 59B‑2 whether or not formed under the laws of this State.
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(e1)	If the surviving business entity is not a domestic limited liability company, a domestic business corporation, a domestic nonprofit corporation, or a domestic limited partnership, when the merger takes effect the surviving business entity is deemed:
(1)	To agree that it may be served with process in this State in any proceeding for enforcement of (i) any obligation of any merging domestic limited liability company, domestic business corporation, domestic nonprofit corporation, domestic limited partnership, or other partnership as defined in G.S. 59‑36 that is formed under the laws of this State, or nonprofit association as defined in G.S. 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; and
…."
SECTION 3.  G.S. 131F‑3 reads as rewritten:
"§ 131F‑3.  Exemptions.
The following are exempt from the provisions of this Chapter:
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(3)	Any person who receives less than fifty thousand dollars ($50,000) in contributions in any calendar year and does not provide compensation to any officer, trustee, organizer, incorporator, fund‑raiser, or solicitor. Compensation to any organizer or incorporator does not include professional fees paid to licensed attorneys or licensed accountants. A charitable organization may demonstrate to the Department that it receives less than fifty thousand dollars ($50,000) in contributions by providing any of the following:
a.	A copy of its most recently completed and filed Internal Revenue Service Form 990 or Form 990‑EZ or an applicable successor form.
b.	A copy of its budget for the current year that was approved by its governing board and that includes projected revenue and projected expenses.
c.	A completed financial form developed by the Department.
d.	Any other evidence satisfactory to the Department.
…."
SECTION 4.  This act is effective when it becomes law.