Articles of Amendment Business Corporation to Non-profit (North Carolina)
This form is to convert business corporation articles to a non-profit corporation in North Carolina. The form provided here is simply a sample of what the actual Form B-13 looks like.
State of North Carolina
Department of the Secretary of State
P. O. BOX 29622
RALEIGH, NC 27626-0622
ARTICLES OF AMENDMENT
(Conversion to Non-profit Corporation)
Pursuant to §55-10-06 and § 55A-2-02 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation to convert the corporation from a business corporation incorporated pursuant to Chapter 55 of the General Statutes of North Carolina to a non-profit corporation incorporated pursuant to Chapter 55A of the General Statutes of North Carolina.
1. The name of the corporation is: _______________________________
2. The text of each amendment adopted is as follows (State below or attach):
A. (Insert text converting the business corporation to a non-profit corporation here. Attach additional sheets if necessary, but do not attach a new copy of the articles of incorporation.)
B. _____ (Check only if applicable.) The corporation is a charitable or religious corporation as defined in NCGS §55A-1-40(4).
C. (Check either a or b below.)
a. ____ The corporation will have members.
b. ____ The corporation will not have members.
D. Attached are provisions regarding the distribution of the corporation's assets upon its dissolution.
E. Any other provisions which the corporation elects to include are attached.
F. The street address and county of the principal office of the corporation is:
Number and Street ___________________________________
City, State, Zip Code ___________________________________
G. The mailing address if different from the street address of the principal office is:
3. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are as follows:
4. The date of adoption of each amendment was as follows: _________________________________________
5. (Check either a, b, c, or d, whichever is applicable)
a. ____ The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares.
b. ____ The amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares.
c. ____ The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action was not required because (set forth a brief explanation of why shareholder action was not required) _________________________________________
d. ____ The amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes.
6. These articles will be effective upon filing, unless a delayed time and date is specified:
This the _____________ day of_________________________, 20______
Name of Corporation
Type or Print Name and Title
1. Filing fee is $50. This document and one exact or conformed copy of these articles must be filed with the Secretary of State.
INSTRUCTIONS FOR FILLING OUT THIS FORM
Item 1 Enter the complete corporation name exactly as it appears in the records of the Secretary of
Item 2 Any articles of amendment which convert a corporation organized pursuant to any statute to a
corporation organized pursuant to any other statute shall also contain amendments which shall
bring its articles of incorporation into conformity with the statute applicable to the organization
for the type of corporation to which it is being converted. See 18 N.C.A.C. 4.0309; N.C.Gen.
Stat. § 55A-2-02.
Item 3 If provisions for implementing the amendment are contained in the amendment or not required,
enter N/A or NONE in the space provided.
Item 4 Enter the date(s) the amendment(s) was (were) adopted.
Item 5 Select the appropriate method of adoption for the amendment(s) from those listed and complete.
Item 6 The document will be effective on the date and time of filing, unless a delayed date or an effective time (on the day of filing) is specified. If a delayed effective date is specified without a time, it will be effective at 11:59:59 p.m. Raleigh, North Carolina time on the day specified. If a delayed effective date is specified with a time, the document will be effective on the day and at the time specified. A delayed effective date may be specified up to and including the 90th day after the filing.
Date and Execution
Enter the date the document was executed.
In the blanks provided enter:
• The name of the corporation as it appears in Item 1.
• The signature of the representative of the corporation executing the document (may be the chairman of the board of directors or any officer of the corporation).
• The name and title of the above-signed representative.