Senate Bill 540 Summary

• Expands merger options for charitable and religious corporations to include limited liability companies with certain tax-exempt status requirements, effective October 1, 2021.

• Establishes annual reporting requirement for all domestic and foreign nonprofit corporations to submit to the Secretary of State by November 15 each year, with no filing fee, effective January 1, 2023.

• Authorizes domestication allowing nonprofit corporations to convert between domestic and foreign status under Article 11B, with specific approval procedures and transition rules, effective October 1, 2021.

• Reduces minimum board of directors requirement from three to one member for nonprofit corporations, except for private foundations which must have one or more directors, effective October 1, 2021.

• Permits electronic transactions and consents for members and directors, except as limited by articles of incorporation or bylaws, effective October 1, 2021.