NONPROFIT MERGERS/INCR.CHARIT.SOLIC.EXEMPTS.

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View NCGA Bill Details2019-2020 Session
House Bill 732 (Public) Filed Thursday, April 11, 2019
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.
Intro. by Lofton, Howard, McGrady, Reives.
Status: Ref To Com On Rules and Operations of the Senate (Senate action) (May 6 2019)

SOG comments (1):

Long title change

Submitted by ddecamillis@sog... on

House committee substitute changed the long title.  Original title was AN ACT (I) TO CLARIFY AND AMEND THE NONPROFIT CORPORATION MERGER STATUTES RELATING TO MERGERS WITH QUALIFYING LIMITED LIABILITY COMPANIES AND WITH UNINCORPORATED NONPROFIT ASSOCIATIONS AND TO PROVIDE THAT THE REQUIREMENT THAT A NONPROFIT CORPORATION NOTIFY THE ATTORNEY GENERAL OF A SALE OR DISPOSITION OF ALL ITS ASSETS DOES NOT APPLY TO THE DISPOSAL OF ITS ASSETS IN ACCORDANCE WITH A PROPERLY ADOPTED PLAN OF DISSOLUTION AND (II) TO RAISE THE MINIMUM TOTAL CONTRIBUTION THRESHOLD FOR A PERSON TO BE EXEMPT FROM CHARITABLE SOLICITATION LICENSING REQUIREMENTS ON THE BASIS OF TOTAL CONTRIBUTIONS RECEIVED AND TO PROVIDE METHODS OF ESTABLISHING THE AMOUNT OF CONTRIBUTIONS RECEIVED.

Bill History:

H 732

Bill Summaries:

  • Bill H 732 (2019-2020)
    Summary date: Apr 30 2019 - View Summary

    House committee substitute makes the following changes to the 1st edition.

    Changes the act's long title. Makes organizational and technical changes.

    Eliminates the proposed change to GS 55A-12-02, exempting nonprofits from having to provide notice to the Attorney General of the disposal of assets pursuant to a properly adopted plan of dissolution. 

    Modifies the proposed changes to GS 131F-3, which increases the minimum total contribution threshold for charitable solicitation licensing requirements from $25,000 to $50,000. Maintains existing language that prohibits such organizations from providing compensation to any officer, trustee, organizer, incorporator, fund-raiser, or solicitor (previously removed organizers and incorporators from the prohibition). Now specifies that compensation to any organizer or incorporator does not include professional fees paid to licensed attorneys or accountants. Removes the option to show that the charitable organization has received less than $50,000 by providing a copy of the message confirming submission of IRS Form 990-N. Modifies the option to show that the charitable organization has received less than $50,000 by providing a copy of the organization's current year's budget to specify that the budget must have been approved by its governing board.

    Changes the effective date of the proposed changes to GS 55A-11-02 and GS 55A-11-09 from October 1, 2019, to the date the act becomes law. Makes technical changes to the effective date provisions. 

    Business and Commerce, Corporation and Partnerships, Nonprofits
    GS 55A, GS 131F
  • Bill H 732 (2019-2020)
    Summary date: Apr 11 2019 - View Summary

    Identical to S 647, filed 4/3/19.

    Amends GS 55A-11-02 (limitations on mergers by charitable or religious corporations) by adding new subdivision (a)(5) allowing the merger of a nonprofit corporation with a limited liability company whose sole member is a charitable or religious corporation or a foreign corporation which would qualify as either one and that is disregarded for income tax purposes.  Requires before a merger the limited liability company meet two conditions, that the owner be exempt from income tax and that the company be a nonprofit entity eligible for a tax exemption if it were not disregarded for income tax purposes. 

    Amends GS 55A-11-09 (merger with unincorporated entity) by: (1) adding to the definition of business entity in subsection (a) a nonprofit as defined in GS 59B-2 whether or not formed under North Carolina law, and (2) modifying subdivision (e1)(1), regarding certain post-merger business entities' deemed agreement to be subject to enforcement of any obligation, by adding to the list of entities with whom the obligation lies a nonprofit as defined in GS 59B-2 that is formed under North Carolina law.

    Amends GS 55A-12-02 by adding to subsection (g) exempting nonprofits from having to provide notice to the Attorney General of the disposal of assets pursuant to a properly adopted plan of dissolution. 

    Amends GS 131F-3 by increasing the minimum total contribution threshold for charitable solicitation licensing requirements from $25,000 to $50,000 and provides multiple ways that a charitable organization may show it has received less than $50,000, by providing one of the following: (1) a copy of its most recently filed Internal Revenue Service (IRS) form 990 or 990-EZ, (2) confirmation of submission of IRS Form 990-N, (3) current year's budget, (4) completed financial form developed by the Department, or (5) any other evidence satisfactory to the Department.

    Amendments to GS Chapter 55A statutes are effective October 1, 2019 and apply to plans of mergers adopted on or after that date.  Amendments to GS 131F-3 are effective upon becoming law and apply to requests for exemptions filed on or after that date.

    Business and Commerce, Corporation and Partnerships, Nonprofits
    GS 55A, GS 131F
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