North Carolina S.L. 2026-52 (H.B. 517): HOA Annual Reports, Directors, Committees

Quick Answer

North Carolina Session Law 2026-52 (House Bill 517) changes the Nonprofit Corporation Act in ways that reach HOAs organized as nonprofit corporations. Starting January 1, 2027, each nonprofit corporation must file an annual report with the Secretary of State by November 15. For corporations organized on or after October 1, 2026, a board must have at least three directors. For committees created on or after that date, new rules set a two-member minimum and list powers a committee cannot exercise. The Governor approved the act on July 7, 2026.

At a Glance

What the Law Says

Annual report to the Secretary of State (new G.S. 55A-16-22.1)

Each domestic corporation and each foreign corporation authorized to conduct affairs in North Carolina "shall submit an annual report to the Secretary of State, in paper or electronic form." The report sets out:

• The corporation's name and the state or country under whose law it is incorporated.
• The registered office address, county, and the registered agent's name and email address, plus any change.
• The address and telephone number of the principal office.
• The names, titles and business street addresses of principal officers, and the name, mailing address, email address and telephone number of an individual authorized to provide information about persons with authority to bind the corporation.
• A brief description of the nature of its activities.
• An email address for the corporation, if different from the registered agent's.

The information must be "current as of the date the annual report is submitted."

Due date. The corporation must submit the report "by November 15 of each year following" the calendar year in which a domestic corporation was formed. It is due each year until the effective date of a voluntary or judicial dissolution.

Corrections and delinquency. If a report lacks required information, the Secretary of State returns it for correction, and a corrected report submitted within 30 days after the notice is deemed timely. If the Secretary does not receive a report within 60 days after the due date, the Secretary "may presume that the annual report is delinquent," and the corporation can rebut the presumption with evidence of submission. Email addresses given in the report are confidential and not public records under Chapter 132.

Fees. The act's amendment to G.S. 55A-1-22(a) lists an annual report fee of $25.00 (paper) and $18.00 (electronic).

Consequences. The act adds delinquency in submitting the annual report as a ground (new subdivision (2a) of G.S. 55A-14-20) on which the Secretary may commence a proceeding under G.S. 55A-14-21 to dissolve a corporation administratively. Under G.S. 55A-14-22, as amended, reinstatement "relates back to and takes effect as of the effective date of the administrative dissolution," so the corporation "resumes carrying on its activities as if the administrative dissolution had never occurred," subject to the rights of anyone who reasonably relied on the dissolution. Until January 1, 2029, the Secretary may waive the reinstatement fee under G.S. 55A-1-22(a)(17) for a corporation reinstated after dissolution for a delinquent report.

Effective date. Section 2(f): this part "becomes effective January 1, 2027, and applies to annual reports due on or after that date."

At least three directors (G.S. 55A-8-03, 55A-8-11, 55A-1-50)

G.S. 55A-8-03(a) is amended so that, except for private foundations, "a board of directors shall consist of three or more natural persons," with the number set in or under the articles or bylaws. New G.S. 55A-8-11(e) says that "a board of directors may have fewer than three members due to vacancies until the vacancies are filled." Private foundations may have one or more natural persons. Section 4(d) makes this part effective October 1, 2026 and applicable "to corporations organized on or after that date."

Board committees (G.S. 55A-8-25)

Unless the articles or bylaws provide otherwise, the board may create committees and appoint directors to them. Each committee "shall have two or more members, who serve at the pleasure of the board." Unless the articles or bylaws provide otherwise, creating a committee and appointing its members must be approved by the greater of a majority of all directors in office or the number required by the articles or bylaws to act under G.S. 55A-8-24. The rules on meetings, action without meetings, notice and quorum (G.S. 55A-8-20 through 8-24) apply to committees. A committee may not:

• Authorize distributions.
• Recommend to members or approve dissolution, merger, or the sale, pledge or transfer of all or substantially all of the corporation's assets (the Part III amendment also adds domestication).
• Elect, appoint or remove directors, or fill vacancies on the board or on any of its committees.
• Adopt, amend or repeal the articles of incorporation or bylaws.

Under new subsection (f), creating a committee or delegating to it "does not alone constitute compliance by a director with the standards of conduct" in G.S. 55A-8-30. Section 5(b): effective October 1, 2026 and applies "to committees created on or after that date."

Other parts of the act

Part I changes limits on mergers and asset sales by nonprofits (applies to plans of merger adopted on or after October 1, 2026). Part III creates a domestication article (new Article 11B) and Part VI authorizes conversion between business entities and nonprofits, both effective October 1, 2026. Part VII aligns a charitable disclosure rule, and Part VII-A extends emergency video notarization sunsets to July 1, 2027. Those parts are outside this page's scope.

What This Means in Practice

Boards of incorporated associations

Our reading: if your association is a North Carolina nonprofit corporation, expect an annual filing each November 15. Because the part applies to reports due on or after January 1, 2027, and the due date is November 15, the first November 15 that falls on or after that date is November 15, 2027. That is our reading of the text, not a statement in the act, so confirm the first due date for your corporation with the Secretary of State or counsel.

The act does not say who at an association should sign or submit the report. Keep the registered agent, principal office and officer information on file with the Secretary of State current, since the report must be current when submitted.

Association size and director count

The three-director rule applies by its terms to corporations organized on or after October 1, 2026. The act does not say what happens to an existing corporation with fewer than three directors. That is an open question for counsel.

Committees such as architectural review

The committee rules apply to committees created on or after October 1, 2026. Our reading: an architectural or finance committee created after that date needs at least two members and board approval of the creation and appointments (unless the documents say otherwise), and it cannot do the four things listed above. Whether the rules affect committees created earlier is not addressed.

Unincorporated associations

Chapter 55A applies to nonprofit corporations. An association that is not incorporated under it is, in our reading, not subject to the annual report. Confirm your entity type with counsel.

Timeline

Related North Carolina Law

• Chapter 55A: Nonprofit Corporation Act and HOAs
• Chapter 47F: Planned Community Act overview
• Chapter 47C: Condominium Act overview
• G.S. 47F-3-118: records and unpaid-assessment statements
• North Carolina HOA laws complete guide

Board Checklist

• Confirm whether your association is a nonprofit corporation and look it up with the Secretary of State.
• Verify the registered agent, registered office, principal office and officer contact details on file.
• Put the November 15 annual report on the board calendar, and confirm the first due date with counsel.
• Check that the secretary or manager has an email address for the corporation to receive notices.
• If forming a new corporation on or after October 1, 2026, name at least three directors.
• Before creating a new committee on or after October 1, 2026, confirm two or more members and board approval, and check it will not exercise any barred power.
• Have counsel review the articles and bylaws for conflicts with the new committee and director rules.

Frequently Asked Questions

Do HOAs have to file an annual report with the North Carolina Secretary of State?

Under new G.S. 55A-16-22.1, each domestic nonprofit corporation must, starting with reports due on or after January 1, 2027. Our reading: this covers HOAs incorporated under Chapter 55A.

When is the annual report due?

By November 15 each year following the calendar year in which the corporation was formed. For existing corporations, our reading is that the first due date is November 15, 2027.

How much does it cost?

The act's fee schedule amendment lists $18.00 for an electronic report and $25.00 for a paper report.

What happens if the report is late?

After 60 days the Secretary of State may presume it is delinquent, and delinquency is a ground to start administrative dissolution. A dissolved corporation can apply for reinstatement, which relates back to the dissolution date.

Does every HOA board now need three directors?

The text applies the three-director requirement to corporations organized on or after October 1, 2026. It does not say what applies to older corporations with fewer than three directors. Confirm with counsel.

Can a committee approve a bylaw amendment?

No. A committee of the board may not adopt, amend or repeal the articles of incorporation or bylaws, among other limits, under G.S. 55A-8-25(e).

Does the act change Chapter 47F or Chapter 47C?

No. It amends Chapter 55A and a few other chapters. It affects HOAs through their status as nonprofit corporations.

Where This Comes From

This page is based on the full text of Session Law 2026-52 (House Bill 517) at ncleg.gov and the bill history page on the same site. We did not read the codified Chapter 55A beyond the amended sections, nor Secretary of State guidance, so confirm filing mechanics there.

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Legal disclaimer: This article is general information, not legal advice. Laws change and associations differ. Confirm the current statute text and how it applies to your governing documents with a licensed North Carolina attorney before acting.