North Carolina
Updates
What You’ll Learn
If you’re a nonprofit in North Carolina, or you’re a nonprofit considering fundraising or other activities in North Carolina, you must understand the requirements that North Carolina has established for nonprofits operating in the state.
How can you become familiar with these laws? Where should you start?
Start here. This state profile includes the basic requirements nonprofits must consider. Reading the profile and implementing appropriate compliance measures will help you prepare your organization for success in North Carolina.
Getting to Know the State Nonprofit Corporation Law
Background
*Important primarily for nonprofits incorporated in North Carolina
Emma Woodhouse, handsome, clever, and rich, with a comfortable home and happy disposition, seemed to unite some of the best blessings of existence; and had lived nearly twenty-one years in the world with very little to distress or vex her. She was the youngest of the two daughters of a most affectionate, indulgent father; and had, in consequence of her sister’s marriage, been mistress of his house from a very early period. Her mother had died too long ago for her to have more than an indistinct remembrance of her caresses; and her place had been supplied by an excellent woman as governess, who had fallen little short of a mother in affection.
- Emma, Jane Austen
When reading a novel, we get to know a fictional character by the author’s description. The author tells us about the character’s appearance, purpose, actions, mannerisms, and values.
Nonprofit corporations are something like fictional characters.
We learn how a nonprofit will look and act and make decisions not by reading a novel, but by reading the state law (called the nonprofit corporation act) and the rules the nonprofit makes for itself (called the bylaws and articles of incorporation). The law and the organization’s own rules tell us the organization’s name, purpose, way of acting, and method of making decisions.
To get to know your own nonprofit, be sure to review the sections below.
State Nonprofit Corporation Law
Corporate Governance
Conflict Transactions: N.C. Gen. Stat. § 55A-8-31; Need to review the basic best practices for conflicted transactions? See Bylaws Module 14: Conflicts of Interest.
Director and Officer Standards of Conduct: N.C. Gen. Stat. § 55A-8-30.; N.C. Gen. Stat. § 55A-8-42; Need a refresher on the role of directors? See Bylaws Module 6: Directors.
Members - Eligibility and Statutory Powers: N.C. Gen. Stat. § 55A-6-01; Not sure what a “member” is? Need to review the basics? See Bylaws Module 5: Members.
Indemnification: N.C. Gen. Stat. § 55A-8-51; Not sure what “indemnification” is? Need to review the basics? See Bylaws Module 8: Indemnification.
For Religious Nonprofits
Nonprofit Religious Corporation Act: North Carolina’s nonprofit corporation law expressly: (a) acknowledges an option for nonprofit corporations to incorporate for religious purposes and (b) includes specific provisions to protect the right of nonprofits incorporated for religious purposes to self-government in internal affairs. The law does not include an option to incorporate expressly as a nonprofit religious corporation.
Reliance on Religious Guidance in Governance: North Carolina law permits a director, in the fulfillment of the director’s fiduciary duties, to rely on the opinion of individuals who can reasonably be assumed to have expertise on a certain matter, but does not expressly allow a director to rely on guidance from religious figures within his or her faith tradition.
Understanding Religious Liberty in this State
Case Study
*Important for all nonprofits doing business in North Carolina, whether incorporated in North Carolina or elsewhere
The religious education and formation of students is the very reason for the existence of most private religious schools, and therefore the selection and supervision of the teachers upon whom the schools rely to do this work lie at the core of their mission. Judicial review of the way in which religious schools discharge those responsibilities would undermine the independence of religious institutions in a way that the First Amendment does not tolerate.
- Our Lady of Guadalupe School v. Morrisey-Berru, 140 S. Ct. 2049, 2055 (2020).
Sometimes, the state or local government (like the city or county) makes laws that could conflict with your organization’s free exercise of religion or its sincerely-held religious beliefs.
For example, a law might require employers not to make faith-based distinctions between job candidates. If your organization’s mission is to pass on the teachings of your faith, you will need to make faith-based distinctions in evaluating candidates because their faith commitments will impact their abilities to partner in your mission and witness the faith to your program participants.
So what do you need to do? Be aware of the laws listed below. If any of the laws impact your organization—for example, if you are an employer or a facility open to the public—learn more about how you can protect yourself by reviewing Napa Legal’s religious liberty resources. Talk to an attorney if you have specific concerns.
Religious Liberty Protections
State Religious Freedom Restoration Act: North Carolina has not enacted a RFRA. Not sure what a “religious freedom restoration act” is? Click here to learn the fundamentals.
State Constitutional Protection of Free Exercise: The North Carolina Constitution follows in lockstep with the federal constitution’s protections, meeting but not exceeding the required minimum protections of the First Amendment.
State Blaine Amendment: The North Carolina Constitution does not contain a Blaine Amendment but also does not expressly protect faith-based organizations’ freedom to participate in public benefit programs on the same terms as similarly situated secular institutions. Not sure what a Blaine Amendment is? Review the basics here.
Other Relevant State Laws and Regulations
North Carolina does not currently have a statewide public accommodation law. Be sure you understand whether any local public accommodation regulations apply to your organization.
Religious Freedom and Public Accommodation Laws: North Carolina has no nondiscrimination laws related to public programming and facilities. Not sure what a public accommodation law is or what it means for your organization’s religious liberty? Learn the basics in this article which discusses the issue in the context of the case Fulton v. City of Philadelphia.
Protections for Religious Exercise in State of Emergency: North Carolina law has no explicit constitutional or statutory protections for religious exercise during a time of emergency.
Key Employment Laws and Regulations
In addition to tracking with the protected classes in the federal anti-discrimination employment law (race, color, religion, sex, and national origin), Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e, et seq., North Carolina prohibits employers from discriminating on the basis of age, disability, and genetic information. See N.C. Gen. Stat. § 126-16.. An “employer” under the North Carolina Equal Employment Practice Act is any person who employees fifteen or more employees. See N.C. Gen. Stat. § 143-422.2. No religious exemptions apply to this requirement. See id. Local governments may also have employment-related regulations. See, e.g., New Hanover County Code of Ordinances, New Hanover Cty. N.C. § 50-73. An attorney can help you understand what requirements apply to your organization.
Religious Freedom for Employers and Employees: N.C. Gen. Stat. § 143-422.2.
North Carolina also has a general equal employment opportunity statute: N.C. Gen. Stat. § 126-16.
Need to review the basics on religious freedom and employment matters? Walk through a self-audit of best practices here.
Conducting Activities or Programs in this State
Understanding the Business Registration Requirement
*Important primarily for nonprofits doing business in North Carolina but incorporated elsewhere
If you are fundraising or conducting activities in this state, you must consider whether you need to register as a foreign nonprofit corporation. This state’s law requires entities that are “conducting a . . . not-for-profit activity” to register. An attorney can help you decide whether you need to register based on the type and volume of activities you have in this state.
Business Registration Statute
Fundraising and Charitable Registration in This State
How to Know (And What to D0) If You're Fundraising In This State
*Important for both North Carolina and Foreign Nonprofits
Not sure what “charitable registration” is? Need to review the basics? Read this article for a refresher.
In this state, religious organizations are automatically exempt from charitable registration requirements. The religious exemption is not limited to IRS Form 990 Non-Filers, such as churches.
Although the statute does not specify that an organization file for this exemption, the North Carolina Secretary of State does have an exemption request form located at this link.
If You're Fundraising In Multiple States, Make Sure You Understand the URS
In this state, organizations that are required to register have the option of registering through the Unified Registration Statement, which is a standardized charitable registration accepted in many states. Using the URS, rather than a state-specific registration form, has pros and cons. The URS typically must be submitted by mail. North Carolina has an online filing system, and the online filing system may be more efficient than completing and mailing the URS manually.
Additionally, creating the online profile will save the organization time in preparing future annual reports, which are processed using the same system.
Evaluate Whether You'll Need a Registered Agent
Some states require organizations to appoint a “registered agent” in the state as part of the organization’s charitable registration. This state does not currently have this requirement.
Follow the Rules About Communicating with the Public
This state requires organizations to include specific statements whenever the organizations are requesting donations (also called “charitable solicitation”). See N.C. Gen. Stat. §131F-9(b). Religious organizations generally are not required to include this statement, but posting the language is often a best practice to build trust with donors and state regulators. Below is sample language to use with charitable solicitations in this state:
This solicitation is made on behalf of *ORG*, a *STATE* *ENTITY TYPE*, in support of its *PURPOSE* and *PROGRAMS*. Please contact *EMAIL* if you wish to request a statement regarding the amount of your contribution that is deductible or a written financial statement.
Charitable Registration Statute
Charitable Registration Exemption Statute
Annual Report Requirement
N.C. Gen. Stat. § 131F-5(c). Note: while charitable organizations have to renew their licenses under this statute, under N.C. Gen. Stat. § 131F-3(1), religious organizations are not subject to this requirement.
Audit Requirements: North Carolina does not require the submission of reviewed or audited financials as a condition of maintaining authorization to fundraise in the state. N.C. Gen. Stat. § 159-40.
Get Acquainted with State and Local Taxes and Exemptions
State and Local Taxes
*Important for all nonprofits doing business in North Carolina, whether incorporated in North Carolina or elsewhere
In this state, organizations that have received federal income tax exemption are also exempt from the state income tax. However, to receive this exemption, organizations must complete a North Carolina Department of Revenue questionnaire which will result in the determination of the organization’s tax status. The exemption is not automatic. Note that, although an organization may be exempt, if it has unrelated business taxable income (UBTI) that is subject to federal taxation, that UBTI may be subject to state income tax.1 Consult with an accountant or attorney to confirm.
In North Carolina, almost all business entities, even out-of-state business entities, must pay an annual 2.5%. N.C. Gen. Stat. § 105-130.3. North Carolina will phase out its corporate income tax by 2029. See id. However, entities operated exclusively for religious purposes (such as a faith-based nonprofit) are exempt from this tax on income that is not unrelated business income. See N.C. Gen. Stat. 105-130.11. Some organizations may choose to send a copy of their IRS determination letter to the North Carolina Department of Revenue to indicate the organization’s position that it qualifies for the exemption.
It is also important to consider whether your organization might be eligible for sales and use tax or property tax exemption. In this state, federal § 501(c)(3) status does not automatically provide an exemption from sales, use, and property taxes. More information about the sales and use tax exemptions and applications is available on the North Carolina Department of Revenue website. An accountant or attorney can provide answers to specific questions regarding your organization’s eligibility for exemption.
Corporate Income Tax Statute
North Carolina imposes a corporate income tax but offers an exemption to organizations with federal 501(c)(3) exempt status upon application. N.C. Gen. Stat. § 105-130.11; Must still file a questionnaire.
Corporate Franchise Tax Statute
What You Need to Know About Sales Tax
Sales and Use Tax: North Carolina imposes a sales and use tax on religious organizations’ sales and only provides limited exemptions. North Carolina imposes a sales and use tax on religious organizations’ purchases but generally provides a broad and comprehensive, entity-based tax exemption for 501(c)(3) religious organizations’ purchases upon application. N.C. Gen. Stat. §§ 105-164, et seq. See also the North Carolina Department of Revenue website for more information.
State Tax Treatment of Unrelated Business Income: N.C. Gen. Stat. § 105-130.11.
Property Tax for Property Used for Religious Purposes: North Carolina imposes property tax but, upon application, generally provides an exemption to religious organizations for property used for religious and/or charitable purposes. N.C. Gen. Stat. § 105-278.3.
State-Specific Special Requirements
Miscellaneous
Useful Links
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Legal Disclaimer
This resource contains general educational information related to legal concepts, but this information does not constitute legal advice. Anyone seeking legal advice is strongly encouraged to consult with a licensed attorney regarding any of the matters discussed herein. Although licensed attorneys work with Napa Legal, Napa Legal is not a law firm and does not undertake legal representation on behalf of any clients. Further, no licensed attorney working with or on behalf of Napa Legal agrees to undertake legal representation on behalf of any client unless the terms of such representation are set forth in a separate, written representation agreement.
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**Please note that the following state profiles are forthcoming and will be published soon:Hawaii and Washington