Bill Summary for S 647 (2019-2020)

Summary date: 

Apr 9 2019

Bill Information:

View NCGA Bill Details2019-2020 Session
Senate Bill 647 (Public) Filed Wednesday, April 3, 2019
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.
Intro. by Woodard, Britt, J. Jackson.

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Bill summary

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.  

 

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