AMEND BUSINESS CORPORATIONS ACT.

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View NCGA Bill Details(link is external)2025-2026 Session
House Bill 388 (Public) Filed Wednesday, March 12, 2025
AN ACT TO AMEND THE NORTH CAROLINA BUSINESS CORPORATIONS ACT, AS RECOMMENDED BY THE NORTH CAROLINA BAR ASSOCIATION, TO AUTHORIZE THE PROBATE OF A CERTIFIED COPY OF AN ATTESTED WRITTEN WILL THAT HAS BEEN STORED BY AN ATTORNEY AS AN ELECTRONIC RECORD, TO MODIFY THE EMERGENCY VIDEO NOTARIZATION SUNSET, TO MAKE UPDATES TO THE ELECTIVE SHARE STATUTES, TO UPDATE STATUTES RLEATING TO TRUST ADMINISTRATION, AND TO MAKE REVISIONS TO THE YEAR'S ALLOWANCE STATUTES.
Intro. by Stevens.

Status: Placed On Cal For 06/23/2025 (Senate action) (Jun 19 2025)

SOG comments (2):

Long title change

Committee substitute to the 2nd edition changed the long title. Previous long title was AN ACT TO AMEND THE NORTH CAROLINA BUSINESS CORPORATIONS ACT, AS RECOMMENDED BY THE NORTH CAROLINA BAR ASSOCIATION.

Long title change

Amendment to the 3rd edition changed the long title. Previous long title was AN ACT TO AMEND THE NORTH CAROLINA BUSINESS CORPORATIONS ACT, AS RECOMMENDED BY THE NORTH CAROLINA BAR ASSOCIATION, TO AUTHORIZE THE PROBATE OF A CERTIFIED COPY OF AN ATTESTED WRITTEN WILL THAT HAS BEEN STORED BY AN ATTORNEY AS AN ELECTRONIC RECORD, AND TO MODIFY THE EMERGENCY VIDEO NOTARIZATION SUNSET.

Bill History:

H 388

Bill Summaries:

  • Summary date: Jun 19 2025 - View Summary

    Senate amendment to the 3rd edition makes the following changes. Makes organizational changes. Makes conforming changes to act's long title. 

    Adds the following content. 

    Part X.

    Amends GS 30-3.3A (valuation of partial and contingent interests in property passing to a surviving spouse) as follows. Requires the terms of a trust to substantially meet the listed requirements in form and content (currently, just requires the trust terms to meet the listed requirements). Expands the types of trustees that control the trust during the surviving spouse’s lifetime. Allows the trust to authorize or require the trustee to also take assets (currently, just income and other means of support) into account. Specifies required language that the trust must contain pertaining to distribution of the income and principal. Makes clarifying and technical changes.

    Amends GS 30-3.4 (procedure for determining the elective share), as follows. Removes the requirement that surviving spouse must mail or deliver a copy of the petition to the estate as a requirement for asserting a claim for elective share. Requires petition to be verified.  Directs that an elective share proceeding is an estate proceeding to be conducted in line with Article 2 of GS Chapter 28A, except as modified or supplemented as described.

    Applies to claims for elective share filed on or after January 1, 2026.

    Part XI.

    Amends GS 36C-6-604 (limitation on action contesting validity of revocable trust, distribution of trust property), as follows. Makes technical changes. Directs trustee to not distribute trust property to any beneficiary in contravention of the rights of any person who may be affected by the outcome of a pending or possible judicial proceeding if, at the time the distribution is made: (1) the trustee knows of a pending judicial proceeding pertaining to the validity of the trust or contesting he identity of beneficiaries, or (2) a potential contestant has notified the trustee in writing of a possible judicial proceeding to contest the validity of terms of the trust or to contest the identity of the beneficiaries eligible to receive distribution therefrom, and a judicial proceeding is commenced within 60 days after the contestant sent the notification. Expands those matters that prevent the trustee from distributing trust property to judicial proceedings or contestants challenging the identity of the beneficiaries eligible to receive distributions from the trust. Specifies that the trustee’s failure to comply with the above constitutes breach of trust. Provides for distribution of assets to beneficiaries upon motion, with notice to the interested parties upon court order. Expands the conditions upon which a beneficiary must return trust property to include when their interest in a trust has been determined to be invalid (currently, just when the trust has been determined to be invalid).  Specifies that if the beneficiary refuses to return the distribution after being ordered by the court, the beneficiary is liable for all costs incurred for recovery of the distribution, including attorneys' fees. Applies to settlors dying on or after January 1, 2026. 

    Part XII.

    Amends GS 30-15 (spousal allowances) as follows. Creates an exception for when the spousal allowance takes priority over a child’s allowance that occurs if a surviving spouse entitled to an allowance fails to file a petition for an allowance within six months after the date of death of the decedent and an eligible person files a petition for a child's allowance before the spouse files a petition for an allowance. Specifies that a proceeding for a spouse’s allowance will be an estate proceeding governed by Article 2 of GS Chapter 28A. Makes conforming changes.

    Amends GS 30-17 (child’s allowance) by amending the order of priority for the person entitled to file a petition on behalf of the child for a child's allowance, so that first priority is given to the child, if the child is at least 18 years old or an emancipated minor at the time the petition is filed. Specifies that a proceeding for a child’s allowance will be an estate proceeding governed by Article 2 of GS Chapter 28A. Removes the clerk’s discretion under GS 30-20(c) to on its own motion, determine that a hearing is necessary to determine whether a year’s allowance should be awarded to the children of an estate under GS 30-20 (procedure for assignment). 

    Removes references to “GS 30-20(c)” and replaces those references with references to “contested case proceedings commenced by the petitioner or by order of the clerk joining respondents to the proceeding” in standing provisions in GS 30-23.1 (contested case proceedings regarding allowance).  Makes conforming and clarifying changes.

    Applies to petitions filed on or after January 1, 2026.

    Amends GS 28A-25-6 (payment to clerk of money owed decedent) as follows. Provides in (f) that if no administrator has been appointed, the clerk of superior court must upon motion of the clerk or application of an interested party, disburse the money received under this statute for the following purposes and in the following order: (1) to pay the surviving spouse's year's allowance and children's year's allowance assigned in accordance with law, except that if (1) it has been greater than six months since the date of death of the decedent and (2) there has been no petition filed and assignment of a spouse's or child's year's allowance, the clerk may disburse the money in accordance with the other provisions of (f) (which requires all other claims to be disbursed according to the order set out in GS 28A-19-6). Clarifies that after the death of a the decedent (currently, spouse who died intestate) and after the disbursements have been made, the balance in the clerk's hands belonging to the estate of the decedent will be paid to the surviving spouse, and if there is no surviving spouse, the clerk will pay it to the heirs or beneficiaries (currently, just heirs) in proportion to their respective interests. Makes technical changes. 


  • Summary date: Jun 17 2025 - View Summary

    Senate committee substitute to the 2nd edition makes the following changes. Makes conforming changes to act’s long title and effective date.

    Adds the following content.

    Part VIII.

    Enacts Article 11, “Electronic Storage of Attested Written Will by an Attorney,” to GS Chapter 31, authorizing an attorney licensed in the State to store the testator's attested written will as an electronic record at the testator's direction at any time during the life of the testator in GS 37-71. Provides for a sworn certification. Specifies that if the attested written will is lost or destroyed after being stored as an electronic record, the loss or destruction is not deemed a revocation of the attested written will, nor deemed a presumption of revocation of the attested written will. Provides for probate of a certified paper copy of an attested written will stored as an electronic record under GS 31-72 using the process in GS 28A-2A-8. Makes technical and conforming changes to GS 28A-2A-8, including to statutory title. Allows for certified paper copies of an attested written will stored as an electronic record under GS 31-72 to be established as valid under GS 28A-2B-1. Makes conforming changes to GS 28A-2B-3 (contents of petition for will validity) and GS 31-3.2 (kinds of wills). Requires wills to comply with the requirements of GS Chapter 31 in GS 31-3.1 (was, Article 1 of GS Chapter 31, pertaining to the execution of a will). Effective January 1, 2026, and applies to attested written wills stored as electronic records on or after that date, regardless of the date of execution of the attested written will.

    Part IX.

    Extends the sunset date of the emergency video notarization authority under GS 10B-25(n) to the earlier of (1) 12:01 a.m. July 1, 2026, or (2) the date the Secretary issues the first license in accordance with GS 10B-134.19 (platform licensure pertaining to remote electronic notarization). Specifies that if the Secretary issues the first license prior to 12:01 a.m. July 1, 2026, the Secretary must file that date with the Codifier of Rules to be published in the North Carolina Register as the expiration date of GS 10B-25(n).


  • Summary date: Mar 25 2025 - View Summary

    House committee substitute to the 1st edition makes technical changes to the effective date set forth in Part VIII of the act. Makes conforming and organizational changes to Part VI to reflect technical change.


  • Summary date: Mar 12 2025 - View Summary

    Identical to S 267, filed 3/11/25.

    Section 1

    Allow corporations to limit or eliminate the personal liability of its officers (defined) arising out of an action for monetary damages for breach of duty in claims by or in the right of the corporation in its bylaws under GS 55-2-02. Specifies that such a provision can't be effective with respect to any claim by or in the right of the corporation. Makes technical and conforming changes.

    Section 2

    Removes provision directing that emergency bylaws are subject to amendment or repeal by corporate shareholders from GS 55-2-07 (emergency bylaws). Allows the bylaws to include provisions that become effective only during an emergency if they are adopted in advance of the emergency (was, the board of directors may adopt bylaws to be effective only in an emergency). Makes technical and clarifying changes.

    Rescinds the power of a corporation’s board of directors to modify lines of succession to accommodate the incapacity of a director, officer, employee or agent and to relocate its offices or designate other offices during an emergency under GS 55-3-03 (emergency powers).  During an emergency (i.e., because of some catastrophic event, it is impracticable to convene a meeting of shareholders in accordance with GS Chapter 55 or the bylaws or as specified in a notice previously given for the meeting) authorizes the board of directors to postpone a shareholder meeting or allow for remote participation upon the described notice. Makes technical and clarifying changes.

    Section 3

    Enacts GS 55-2-08, authorizing that any or all internal corporate claims (defined) to be brought exclusively in any specified court or courts of this State and, if so specified, in any additional courts in this State or in any other jurisdictions with which the corporation has a reasonable relationship. Clarifies that such clauses cannot confer jurisdiction, prevent bringing an internal action in the courts of the State, nor can they require such claims to be determined by arbitration. Repeals GS 55-7-50 (concerning exclusive forum or venue provisions).

    Section 4

    Amends GS 55-6-04 (concerning fractional shares as follows). Allows corporations to issue fractions of a share or, in lieu of doing so, to (1) pay cash in the value of such shares; (2) dispose of the fractional shares and pay the proceeds to the holders of those shares (currently, no mention of payment and disposition is by shareholders); and (3) issue scrip in certified or uncertified form (currently, registered or bearer form), as described. Prevents scrip being issued in bearer form.  Provides for transfer of written information within a reasonable time after the issuance or transfer of scrip without certificates. Modifies the listed rights of a holder of a fractional share to include receiving distribution upon liquidation (was, to participate in the assets of a corporation upon liquidation). Makes technical changes.

    Prevents share certificates from being issued in bearer form in GS 55-6-25. Makes clarifying and technical changes.

    Section 5

    Makes clarifying change to defined term derivative proceedings in GS 55-7-41.  Details further requirements for the contents of a written demand in a derivative proceeding under GS 55-7-41 (demand).  Makes technical changes.

    Amends GS 55-7-44 (dismissal of derivative proceedings) as follows. Now allows the court to dismiss the action if a determination is made either before or after commencement of the proceeding that maintenance of the derivative proceeding is not in the corporation’s best interest (currently, statute is silent as to the timing of the best interest determination). Changes the composition of the panel appointed by the court to make a best interest determination, at the corporation’s request, to one or more individuals appointed by the court  (currently, one or more independent individuals). Allows the court on its own motion or on the motion of any party to order that any motion to dismiss be made within a specified reasonable time. Makes technical, clarifying, conforming and organizational changes.  

    Expands the authorized expenses for a corporation prevailing in a derivative action to include payment to the corporation incurred in responding to the demand in GS 55-7-46. Makes clarifying and technical changes.

    Section 6

    Remove bar on allowing corporation’s committees to amend articles of incorporation under GS 55-8-25. Makes technical change.

    Section 7

    Repeals GS 55-11-04(f) (instructing that the provisions of GS 55-13-02(b) [limiting certain appraisal rights] do not apply to subsidiary corporations that are parties to mergers consummated under the statute).

    Expands the conditions under which certain parent unincorporated entities may merge with certain subsidiary corporations as described in GS 55-11-12, to require that the parent approves, in the manner required by laws of the state or country governing the organization and internal affairs of the  parent, a written plan of merger containing all of the provisions required by GS 55-11-10(c). No longer requires that the articles of merger delivered to the Secretary of State for filing contain (1) the merger’s terms and conditions or (2) the  manner and basis of converting the interests in each merging business entity into interests, obligations, or securities of the surviving business entity, or into cash or other property in whole or in part, or of cancelling the interests. Now requires delivery of a statement that the plan of merger has been approved by each merging business entity in the manner required by law as part of the delivery. Removes reference to board resolution in the provisions pertaining to delivery of certain information by a surviving domestic corporation. Removes provision directing that the provisions of the articles of merger may be made dependent on facts objectively ascertainable outside the articles of merger if the articles of merger set forth the manner in which the facts will operate upon the affected provisions, as described. Instead, directs that GS 55-11-10(c1) and (c2) (pertaining to mergers with unincorporated entities) apply.

    Section 8

    Directs the Revisor of Statutes to cause to be printed, as annotations to GS Chapter 55, all relevant portions of the Official Comments to the Model Business Corporation Act and all explanatory comments of the drafters of the act as the Revisor may deem appropriate.

    Effective October 1, 2025, unless otherwise provided.