A BILL TO BE ENTITLED
AN ACT to make various changes to the north carolina business corporation act and to eliminate duplicative state disclosure rEQUIREMENTS for business opportunity sellers that file comparable disclosures with the federal trade commission, as recommended by the North carolina bar association.
The General Assembly of North Carolina enacts:

PART I. FACILITATE THE USE OF Email AND OTHER COMMUNICATIONS WITH SHAREHOLDERS
SECTION 1.(a)  G.S. 55‑1‑40 reads as rewritten:
"§ 55‑1‑40.  Chapter definitions.
The following definitions apply in this Chapter unless otherwise specifically provided:
(1)	Articles of incorporation. – Include amended and restated articles of incorporation and articles of merger.
(2)	Authorized shares. – The shares of all classes a domestic or foreign corporation is authorized to issue.
(2a)	Business entity, as used in G.S. 55‑11‑10 and Article 11A of this Chapter. – A domestic corporation, including a professional corporation as defined in G.S. 55B‑2, a foreign corporation, 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.
(3)	Conspicuous. – So written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.
(4)	Corporation or domestic corporation. – A corporation for profit or a corporation having capital stock that is incorporated under or subject to the provisions of this Chapter and that is not a foreign corporation except that in G.S. 55‑9‑01 and G.S. 55‑15‑21 "corporation" includes domestic and foreign corporations.
(5)	Deliver. – Includes mail.
(6)	Distribution. – A direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.
(6a)	Dividend credit, as used in G.S. 55‑6‑01(d)(5). – The aggregate of all yearly dividend credits. "Yearly dividend credit" means with respect to noncumulative preferred shares, the amount by which the full dividend preference of a share, to the extent that the preference is earned by the corporation with respect to the share in a particular fiscal year, exceeds the dividends paid on the share for that year; however, dividend credit shall not accrue unless, and only to the extent that, there exists an earned surplus at the end of that fiscal year. Computations of earnings allocable to classes of shares made in good faith by the board of directors in accordance with generally accepted accounting principles are conclusive. For the purpose of this definition, a dividend is deemed paid if it has been declared and funds for its payment have been set aside.
(6b)	Domestic limited liability company. – The same meaning as the term "LLC" in G.S. 57D‑1‑03.
(6c)	Domestic limited partnership. – The same meaning as in G.S. 59‑102.
(6d)	Domestic nonprofit corporation. – A corporation as defined in G.S. 55A‑1‑40.
(7)	Effective date of notice. – Defined in G.S. 55‑1‑41.
(8)	Electronic. – The same meaning as in G.S. 66‑312.
(8a)	Electronic record. – The same meaning as in G.S. 66‑312.
(8b)	Electronic signature. – The same meaning as in G.S. 66‑312.
(8c)	Email. – An electronic transmission directed to a unique email address.
(8d)	Email address. – A destination, commonly expressed as a string of characters, consisting of a unique username or mailbox, commonly referred to as the "local part" of the address, and a reference to an internet domain, commonly referred to as the "domain part" of the address, whether or not displayed, to which an email may be sent or delivered.
(9)	Entity. – Without limiting the meaning of the term in Article 9 of this Chapter, includes any of the following:
a.	Any of the following, whether domestic or foreign:
1.	Corporation; nonprofit corporation; professional corporation.
2.	Limited liability company.
3.	Profit and nonprofit unincorporated association.
4.	Business trust, estate, partnership, trust.
b.	Two or more persons having a joint or common economic interest.
c.	The United States, and any state and foreign government.
(10)	Foreign corporation. – A corporation for profit incorporated under a law other than the law of this State.
(10a)	Foreign limited liability company. – The same meaning as the term "foreign LLC" in G.S. 57D‑1‑03.
(10b)	Foreign limited partnership. – The same meaning as in G.S. 59‑102.
(10c)	Foreign nonprofit corporation. – A foreign corporation as defined in G.S. 55A‑1‑40.
(11)	Governmental subdivision. – Includes authority, county, district, and municipality.
(12)	Includes. – A partial definition.
(13)	Individual. – Denotes a natural person legally competent to act and also includes the estate of an incompetent or deceased individual.
(13a)	Mail, when used as a verb. – To deposit in the United States mail with postage prepaid and correctly addressed. When a corporation mails an item to a shareholder, "correctly addressed" means addressed to the shareholder's address as shown in the corporation's current record of shareholders.
	
(14a)	Merger, as used in Article 9. – Includes a "share exchange" as used in Article 11.
(15)	Notice. – Includes demand and is defined in G.S. 55‑1‑41.
(16)	Person. – Includes individual and entity.
(17)	Principal office. – The office, in or out of this State, where the principal executive offices of a domestic or foreign corporation are located, as designated in its most recent annual report filed with the Secretary of State or, in the case of a domestic or foreign corporation that has not yet filed an annual report, in its articles of incorporation or application for a certificate of authority, respectively.
(18)	Proceeding. – Includes civil suit and criminal, administrative, and investigatory action.
(18a)	Public corporation. – Any corporation that has a class of shares registered under Section 12 of the Securities Exchange Act of 1934, as amended (15 U.S.C. § 78l).
(19)	Record date. – The date established under Article 6 or 7 on which a corporation determines the identity of its shareholders for purposes of this Chapter.
(20)	Secretary. – The corporate officer to whom the board of directors has delegated responsibility under G.S. 55‑8‑40(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.
(20a)	Service‑disabled veteran. – A veteran with a disability that was incurred or aggravated during the veteran's service in the Armed Forces of the United States.
(20b)	Service‑disabled veteran‑owned small business. – A business that satisfies both of the following requirements:
a.	The business's net annual receipts do not exceed one million dollars ($1,000,000).
b.	One or more service‑disabled veterans own more than fifty percent (50%) of the business.
(21)	Shares. – The units into which the proprietary interests in a corporation are divided.
(22)	Shareholder. – The person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
(23)	State, when referring to a part of the United States. – Includes a state and commonwealth and their agencies and governmental subdivisions and a territory and insular possession and their agencies and governmental subdivisions of the United States.
(24)	Subscriber. – A person who subscribes for shares in a corporation, whether before or after incorporation.
(24a)	Unincorporated entity. – 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.
(25)	United States. – Includes district, authority, bureau, commission, department, and any other agency of the United States.
(25a)	Veteran. – An individual entitled to any benefits or rights under the laws of the United States by reason of service in the Armed Forces of the United States.
(25b)	Veteran‑owned small business. – A business that satisfies both of the following requirements:
a.	The business's net annual receipts do not exceed one million dollars ($1,000,000).
b.	One or more veterans own more than fifty percent (50%) of the business.
(26)	Voting group. – All shares of one or more classes or series that under the articles of incorporation or this Chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this Chapter to vote generally on the matter are for that purpose a single voting group."
SECTION 1.(b)  G.S. 55‑1‑41 reads as rewritten:
"§ 55‑1‑41.  Notice.
…
(b)	Notice may be communicated in person; by electronic means; or by mail or private carrier. If these forms of personal notice are impracticable as to one or more persons, notice may be communicated to those persons by publishing notice in a newspaper in the county where the corporation has its principal place of business in the State, or if it has no principal place of business in the State, the county where it has its registered office; or by radio, television, or other form of public broadcast communication.
(c)	Written notice by a corporation to its shareholder is effective when deposited in the United States mail with postage prepaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders. Unless the shareholder has previously notified the corporation in writing that the shareholder objects to receiving notices and other communications by email, any notice by a corporation may be delivered to its shareholder in the form of email to the email address shown in the corporation's current record of shareholders and is effective when it is sent as provided in G.S. 66‑325. To the extent the corporation pursuant to G.S. 55‑1‑50 and the shareholder have agreed, and the shareholder has not provided notice of objection to the corporation, notice by a corporation to its shareholder may be delivered in the form of an electronic record sent by any other electronic means and is effective when it is sent as provided in G.S. 66‑325. A shareholder may provide notice to the corporation of the shareholder's objection to receiving notices and other communications by email or other electronic means at any time on a prospective basis effective upon written notice to the corporation or upon such later date as may be specified in the notice.
(c1)	A notice or other communication shall no longer be delivered to an email address or by other electronic means pursuant to subsection (c) of this section if (i) the corporation receives notice from the information processing system into which the notice or other communication was entered that two consecutive notices or other communications given by email or other electronic means have not been delivered as directed and (ii) the notice of non‑delivery becomes known to the secretary, transfer agent, or another person responsible for the giving of notices or other communications for the corporation. The inadvertent failure to recognize the notice of non‑delivery as a cessation of authority to provide a shareholder with notice by email or other electronic means shall not invalidate any meeting or other action.
(d)	Written notice to a domestic or foreign corporation authorized to transact business in this State may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report on file in the office of the Secretary of State or, in the case of a domestic or foreign corporation that has not yet filed an annual report, in its articles of incorporation or application for a certificate of authority, respectively.
(e)	Except as provided in subsection (c) of this section, written notice is effective at the earliest of the following:
(1)	When received.
(2)	Five days after its deposit in the United States mail, as evidenced by the postmark or otherwise, if mailed with at least first‑class postage prepaid and correctly addressed.
(3)	On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
In the case of notice in the form of an electronic record sent by electronic means, the time of receipt shall be determined as provided in G.S. 66‑325.
…."
SECTION 1.(c)  G.S. 55‑7‑20 reads as rewritten:
"§ 55‑7‑20.  Shareholders' list for meeting.
(a)	After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group, by class or series of shares within each voting group, and shall show the address of and number of shares held by each shareholder. If the notice or other communications regarding the meeting have been or will be sent by the corporation to a shareholder by email or other electronic means, the list shall also show that shareholder's email address or address for transmission by other electronic means.
(b)	The shareholders' list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, (i) at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held or (ii) on a reasonably accessible electronic network so long as the information required to gain access to the list is provided with the notice of the meeting. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that the information is available only to shareholders of the corporation. A shareholder, personally or by or with the shareholder's representative, is entitled on written demand to inspect and, subject to the requirements of G.S. 55‑16‑02(c), to copy the list, during regular business hours and at the shareholder's expense, during the period it is available for inspection.
…
(d)	If the corporation refuses to allow a shareholder or the shareholder's representative to inspect the shareholders' list before or at the meeting, or copy the list as permitted by subsection (b) of this section, the superior court of the county where a corporation's principal office is located, or, if the corporation has no principal office in this State, the superior court of the county where the corporation's registered office is located, on application of the shareholder, after notice is given to the corporation, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
…."
SECTION 1.(d)  G.S. 55‑16‑06 reads as rewritten:
"§ 55‑16‑06.  Exception to notice requirements.
(a)	Whenever notice is required to be given to a shareholder under any provision of this Chapter, the notice is not required if the corporation is not permitted to deliver notice by email or other electronic means pursuant to G.S. 55‑1‑41 and any of the following apply:
…
(3)	No address has been provided to the corporation by or on behalf of a shareholder and the corporation has not otherwise obtained an address for the shareholder it believes is reliable.
(b)	If a shareholder delivers to the corporation a written notice setting forth the shareholder's current address, the requirement that notice be given to the shareholder is reinstated."
SECTION 1.(e)  This section becomes effective October 1, 2023, and applies to notices provided on or after that date.

PART II. PROVIDE GREATER FLEXIBILITY FOR THE USE OF WRITTEN CONSENT WITHOUT MEETING
SECTION 2.(a)  G.S. 55‑7‑04 reads as rewritten:
"§ 55‑7‑04.  Action without meeting.
(a)	Any action required or permitted by this Chapter to be taken at a shareholders' meeting may be taken without a meeting and without prior notice except as required by subsection (d) of this section, if the action is taken by all the shareholders entitled to vote on the action or if the action is taken by either of the following:
(1)	For corporations incorporated prior to October 1, 2023, subject to subsection (a1) of this section, if so provided in the articles of incorporation of a corporation that is not a public corporation at the time the action is taken, by shareholders having not less than the minimum number of votes that would be necessary to take the action at a meeting at which all shareholders entitled to vote were present and voted.
(2)	For corporations incorporated on or after October 1, 2023, subject to subsection (a1) of this section, if not prohibited by the articles of incorporation of a corporation that is not a public corporation at the time the action is taken, by shareholders having not less than the minimum number of votes that would be necessary to take the action at a meeting at which all shareholders entitled to vote were present and voted.
The action must be evidenced by one or more unrevoked written consents signed by shareholders sufficient to take the action without a meeting, before or after the action, describing the action taken and delivered to the corporation for inclusion in the minutes or filing with the corporate records. To the extent the corporation has agreed pursuant to G.S. 55‑1‑50, a shareholder's consent or revocation of consent to action taken without meeting may be in electronic form and delivered by electronic means.
(a1)	Notwithstanding subsection (a) of this section, the following actions may be taken without a meeting only by all the shareholders entitled to vote on the action:
(1)	If cumulative voting is not authorized, the election of directors at the annual meeting.
(2)	If cumulative voting is authorized, the election of directors and the removal of a director unless the entire board of directors is to be removed. If G.S. 55‑7‑28(e) applies to the corporation, an amendment to the articles of incorporation to deny or limit the right of shareholders to vote cumulatively and an amendment to the articles of incorporation or bylaws to decrease the number of directors.
(b)	A shareholder's written consent to action to be taken without a meeting shall not be effective to take the corporate action referred to in the consent unless the corporation has, within 60 days following the first date on which a consent for that action is received by the corporation, received unrevoked written consents sufficient under subsection (a) of this section to take the action without meeting. If not otherwise fixed under G.S. 55‑7‑03 or G.S. 55‑7‑07, the record date for determining shareholders entitled to take action without a meeting is the earliest date that any consent that is to be counted in satisfying the requirements of subsection (a) of this section is received by the corporation. A shareholder may only revoke a written consent if the shareholder delivers to the corporation a written revocation prior to the corporation's receipt of unrevoked written consents sufficient under subsection (a) of this section to take the action.
…
(e)	If action is taken without a meeting by fewer than all shareholders entitled to vote on the action, the corporation shall give written notice to all shareholders who have not consented to the action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting with the same record date as the action taken without a meeting, within 10 days after the action is taken. The notice shall describe the action and indicate that the action has been taken without a meeting of shareholders. Failure to comply with the requirements of this subsection does not invalidate any action taken that otherwise complies with this section."
SECTION 2.(b)  This section becomes effective October 1, 2023, and applies to written consents received on or after that date.

PART III. PERMIT THE BOARD OF DIRECTORS TO DELETE FROM THE ARTICLES OF INCORPORATION UNUSED CLASSES OF SHARES CREATED BY THE BOARD
SECTION 3.(a)  G.S. 55‑10‑02 reads as rewritten:
"§ 55‑10‑02.  Amendment by board of directors.
Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt any of the following amendments to the corporation's articles of incorporation without shareholder approval:
…
(5b)	To delete a class of shares from the articles of incorporation in either of the following circumstances:
a.	If, as a result of the operation of G.S. 55‑6‑31(b), there are no remaining authorized shares of the class because the corporation has acquired all authorized shares of the class and the articles of incorporation prohibit the reissue of the acquired shares.
b.	If, under G.S. 55‑6‑02, the articles of incorporation authorized the board of directors to create the class and no shares of the class or rights to acquire shares of the class are outstanding.
…."
SECTION 3.(b)  This section becomes effective October 1, 2023.

PART IV. PERMIT EXCEPTIONS TO CERTAIN REQUIREMENTS FOR SEPARATE VOTES BY VOTING GROUPS
SECTION 4.(a)  G.S. 55‑10‑04 reads as rewritten:
"§ 55‑10‑04.  Voting on amendments by voting groups.
(a)	Except as provided in subsection (e) of this section, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this Chapter, on a proposed amendment if the amendment would do any of the following:
(1)	Increase or decrease the aggregate number of authorized shares of the class.
(2)	Effect an exchange or reclassification of all or part of the shares of the class into shares of another class.
(3)	Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class.
(4)	Change the designation, rights, preferences, or limitations of all or part of the shares of the class.
(5)	Change the shares of all or part of the class into a different number of shares of the same class.
(6)	Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class.
(7)	Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class.
(8)	Limit or deny an existing preemptive right of all or part of the shares of the class.
(9)	Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.
(10)	Change the corporation into a nonprofit corporation or a cooperative organization.
(b)	Except as provided in subsection (e) of this section, if a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(c)	If a proposed amendment that entitles two or more series of shares to vote as separate voting groups under this section would affect those two or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.
(d)	A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
(e)	A class or series entitled to vote as a separate voting group under this section by operation of subdivision (6) or (7) of subsection (a) of this section may be restricted in whole or in part if so provided in the original articles of incorporation or by an amendment to the articles of incorporation that is adopted prior to the issuance of any shares of the class or series or that is approved by a majority of the votes of the class or series entitled to be cast on the amendment."
SECTION 4.(b)  This section becomes effective October 1, 2023.

PART V. eliminate duplicative state disclosure rEQUIREMENTS for business opportunity sellers that file comparable disclosures with the federal trade commission
SECTION 5.(a)  G.S. 66‑95 reads as rewritten:
"§ 66‑95.  Required disclosure statement.
At least 48 hours prior to the time the purchaser signs a business opportunity contract, or at least 48 hours prior to the receipt of any consideration by the seller, whichever occurs first, the seller shall provide the prospective purchaser a written document, a cover sheet that includes a statement entitled in at least 10‑point bold face capital letters "DISCLOSURES REQUIRED BY NORTH CAROLINA LAW." Under this title shall appear the statement in at least 10‑point type that "The State of North Carolina has not reviewed and does not approve, recommend, endorse or sponsor any business opportunity. The information contained in this disclosure has not been verified by the State. If you have any questions about this investment, see an attorney before you sign a contract or agreement." Only the title and required statement shall appear on the cover sheet, except that franchisors subject to this Article may include other material pursuant to 16 C.F.R. Part 436 or guidelines of the North American Securities Administrators Association. The disclosure document shall contain either of the following:
(1)	A franchise disclosure document that complies in all material respects with 16 C.F.R. Part 436.
(2)	The following information:
a.	The name of the seller, whether the seller is doing business as an individual, partnership, or corporation, the names under which the seller has done, is doing, or intends to do business, and the name of any parent or affiliated company that will engage in business transactions with purchasers or that takes responsibility for statements made by the seller.
b.	The names and addresses and titles of the seller's officers, directors, trustees, general partners, general managers, principal executives, and any other persons charged with responsibility for the seller's business activities relating to the sale of business opportunities. The disclosure document shall additionally contain a statement disclosing who, if any, of the above persons has been either of the following:
1.	The subject of any legal or administrative proceeding alleging the violation of any business opportunity or franchise law, fraud, embezzlement, fraudulent conversion, restraint of trade, unfair or deceptive practices, misappropriation of property, or comparable allegations.
2.	The subject of any bankruptcy, reorganization, or receivership proceeding or was an owner, a principal officer, or a general partner of any entity that has been subject to any of these proceedings.
The disclosure document shall set forth the name of the person, the nature of and the parties to the action or proceeding, the court or other forum, the date, the current status of the action or proceeding, the terms and conditions of any order of decree, the penalties or damages assessed, any terms of settlement, and any other information to enable the purchaser to assess the prior business activities of the seller.
c.	The prior business experience of the seller relating to business opportunities including all of the following:
1.	The name, address, and a description of any business opportunity previously offered by the seller.
2.	The length of time the seller has offered each business opportunity.
3.	The length of time the seller has conducted the business opportunity currently being offered to the purchaser.
d.	A full and detailed description of the actual services that the business opportunity seller undertakes to perform for the purchaser.
e.	A copy of a current (not older than 13 months) financial statement of the seller, updated to reflect any material changes in the seller's financial condition.
f.	If training of any type is promised by the seller, the disclosure statement shall set forth a complete description of the training and the length of the training.
g.	If the seller promises services to be performed in connection with the placement of equipment, products, or supplies at various locations, the disclosure statement shall set forth the full nature of those services as well as the nature of the agreements to be made with the owners or managers of these locations where the purchaser's equipment, products, or supplies will be placed.
h.	If the business opportunity seller is required to secure a bond or establish a trust deposit pursuant to G.S. 66‑96, the document shall state either of the following:
1.	"As required by North Carolina law, the seller has secured a bond issued by ________________________________	
(name and address of surety company)
a surety company authorized to do business in this State. Before signing a contract to purchase this business opportunity, you should check with the surety company to determine the bond's current status."
2.	"As required by North Carolina law, the seller has established a trust account ______________________________________
(number of account)
	with ________________________________________	
(name and address of bank or savings institution)
Before signing a contract to purchase this business opportunity, you should check with the bank or savings institution to determine the current status of the trust account."
i.	The following statement:
"If the seller fails to deliver the product(s), equipment or supplies necessary to begin substantial operation of the business within 45 days of the delivery date stated in your contract, you may notify the seller in writing and demand that the contract be cancelled."
j.	If the seller makes any statement concerning sales or earnings or range of sales or earnings that may be made through this business opportunity, the document shall disclose all of the following:
1.	The total number of purchasers of business opportunities involving the products, equipment, supplies, or services being offered that, to the seller's knowledge, have actually received earnings in the amount or range specified within three years prior to the date of the disclosure statement.
2.	The total number of purchasers of business opportunities involving the products, equipment, supplies, or services being offered within three years prior to the date of the disclosure statement."
SECTION 5.(b)  G.S. 66‑97 reads as rewritten:
"§ 66‑97.  Filing with Secretary of State.
(a)	The seller of every business opportunity shall file with the Secretary of State two copies of either disclosure statement used to satisfy the requirements of G.S. 66‑95, accompanied by a fee in the amount of two hundred fifty dollars ($250.00) made payable to the Secretary of State, prior to placing any advertisement or making any other representations to prospective purchasers in this State. The seller shall update this filing as any material change in the required information occurs, but no less than annually.
(b)	Every seller shall file, in a form the Secretary of State may prescribe, an irrevocable consent appointing the Secretary of State or his or her successors in office to be the seller's attorney to receive service of any lawful process in any noncriminal suit, action, or proceeding against the seller or the seller's successor, executor, or administrator that arises under this Article after the consent has been filed, with the same force and validity as if served personally on the person filing the consent. Service may be made by leaving a copy of the process in the office of the Secretary of State, but is not effective unless (i) the plaintiff, who may be the Attorney General in a suit, action, or proceeding instituted by the Attorney General, immediately sends notice of the service and a copy of the process by registered mail to the defendant or respondent at his or her address on file with the Secretary of State, and (ii) the plaintiff 's affidavit of compliance with this section is filed in the case on or before the return date of the process, if any, or within further time as the court allows.
(c)	If the seller of a business opportunity is required by G.S. 66‑96 to provide a bond or establish a trust account, the seller shall file with the Secretary of State two copies of the bond or two copies of the formal notification by the depository that the trust account is established contemporaneously with compliance with subsection (a) of this section.
	
(e)	Failure to file as required by this section is a Class 1 misdemeanor."
SECTION 5.(c)  This section is effective when it becomes law and applies to required disclosure statements and filings provided on or after that date.

PART VI. effective date and Authorization to print comments
SECTION 6.(a)  The Revisor of Statutes shall cause to be printed, as annotations to Chapter 55 of the published General Statutes, all relevant portions of the Official Comments to the Model Business Corporation Act and all explanatory comments of the drafters of this act as the Revisor may deem appropriate.
SECTION 6.(b)  Except as otherwise provided, this act is effective when it becomes law.