Part I.

Makes technical and clarifying changes to GS 55-1-40, setting forth the defined terms applicable to GS Chapter, the NC Business Corporation Act. Adds email and email address as defined terms. Eliminates the term means.

Amends GS 55-1-41, providing that written notice by a corporation to its shareholder is effective when deposited in the US mail with postage prepaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders (previously applied to domestic and foreign corporations; corporation is defined to exclude foreign corporations except in two specified statutes). Adds authority for any notice by a corporation to be delivered to shareholders by email to the email address shown in the corporation's current record of shareholders, effective when sent as provided in GS 66-325, unless the shareholder has previously notified the corporation in writing objecting to receiving communications by email. Modifies current authority to send electronic records by other electronic means to qualify that this authority is subject to a shareholder providing notice of objection to the corporation. Now provides for shareholders to 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 upon written notice to the corporation or upon a later date specified in the notice (previously referred to as a notice of termination). Enacts new subsection (c1), requiring cessation of notices or other communications delivered by email address or other electronic means if (1) the corporation receives notice from the information processing system that two consecutive notices or other communications have not been delivered as directed, and (2) the notice of non-delivery becomes known to the secretary, transfer agent, or another person responsible for notices and communications. Specifies that the inadvertent failure to recognize the notice of non-delivery as a cessation of authority to provide email or electronic notices does not invalidate any meeting or other action. Makes technical and clarifying changes. 

Amends GS 55-7-20, requiring the shareholders' list to show shareholders' email addresses or addresses for electronic transmission if meeting notices or communications will be sent by email or electronic means. Makes technical changes.

Amends GS 55-16-06 to specify that the existing two exceptions to the Chapter's notice requirements apply when the corporation is not permitted to deliver notice by email or other electronic means. Adds a third exception, also only applicable when the corporation is not permitted to deliver notice by email or other electronic means, to include instances where no address has been provided to the corporation by or on behalf of a shareholder and the corporation has not otherwise obtained an address it believes is reliable. Makes technical changes.

Makes the above provisions effective October 1, 2023, and applicably to noticed provided on or after that date.

Part II.

Amends GS 55-7-04 to limit existing authority for actions required or permitted to be taken at a shareholders' meeting to be taken without a meeting and without prior notice, so long as the articles of incorporation of a corporation that is not public at the time the action is taken, and if the action is taken by the minimum number of votes that would be necessary if all entitled to vote were present and voted, to corporations incorporated prior to October 1, 2023. Adds a new provision applicable to corporations incorporated on or after October 1, 2023, to allow for the same authority except to now require that taking action without a meeting is not prohibited by the articles of incorporation. No longer requires the action to bear the date of signature. Makes technical and clarifying changes. Effective October 1, 2023, and applies to written consents received on or after that date.

Part III.

Amends GS 55-10-02, which allows a corporation's board of directors to adopt certain amendments to the articles of incorporation without shareholder approval, to allow the board to delete a class of shares from the articles if the articles authorized the board to create the class and no shares of the class or rights to acquire shares of the class are outstanding. Effective October 1, 2023.

Part IV.

Amends GS 55-10-04, which allows a class to vote as a voting group on an amendment that meets any of ten descriptions listed. Enacts a new subsection (e), limited to amendments that would either (1) create a new class of shares having rights or preferences with respect to distribution or to dissolution that are prior, superior, or substantially equal to the shares of the class, or (2) 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. Allows a class or series entitled to vote as a separate voting group on the two types of amendments above to be restricted in whole or in part if provided in the original articles of incorporation or by an amendment 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 case on the amendment. Makes technical changes. Effective October 1, 2023. 

Part V.

Amends GS 66-95 regarding disclosure statements required of business opportunity sales contracts. Allows for franchisors to include material, other than the title and required statement on the cover sheet to the disclosure document, pursuant to 16 CFR Part 436 or guidelines of the NC Securities Administration Association. Now allows, alternatively to the ten specified information points required in the disclosure document, for the disclosure document to contain a franchise disclosure document that complies in all material respects with 16 CFR Part 436. Makes technical and clarifying changes.

Makes conforming changes to GS 66-97, regarding filing disclosure statements with the Secretary of State. Eliminates authority for the Secretary of State to accept the Uniform Franchise Offering Circular or the Federal Trade Commission Basic Disclosure Document along with required caption, statement, and other information required in GS 66-95. Makes technical and conforming changes. Makes language gender neutral. 

Part VI.

Requires the Revisor to print relevant portions of the Official Comments to the Model Business Corporation Act and all explanatory comments of the drafters of the act at the Revisor's discretion as annotations to GS Chapter 55.