House Bill 388 / SL 2025-33
HB 388 is a broad North Carolina business and estates update bill that makes a series of mostly technical and clarifying changes across corporate law, probate, trusts, and related procedures. In the corporate portion, it authorizes corporations to limit or eliminate personal liability for officers in the articles of incorporation, clarifies emergency bylaws and emergency powers during catastrophic events, creates an express forum-selection statute for internal corporate claims, prohibits bearer-form scrip certificates, and revises derivative suit procedures and committee authority. It also updates merger rules for parent unincorporated entities and subsidiary corporations.
The bill also modernizes several estate-planning and probate rules. It creates a new process allowing an attorney to store an attested written will as an electronic record and to certify a paper copy for probate, with corresponding changes to probate, will-validity, and revocation statutes. Separate parts revise elective share valuation and procedure, update revocable trust contest deadlines and trustee distribution rules, and increase and reorganize year’s allowance provisions for surviving spouses and children. Several provisions are delayed until January 1, 2026, while the corporate changes generally take effect October 1, 2025.
HB 388 amends multiple chapters of the General Statutes, especially Chapter 55 (Business Corporations), Chapter 31 (Wills), Chapter 28A (Estates), Chapter 30 (Elective Share and Year’s Allowance), and Chapter 36C (Trusts). It expands corporate governance options, narrows certain litigation and procedural uncertainties, and updates estate-administration rules to recognize attorney-certified electronic storage of wills and to adjust probate, trust-contest, elective-share, and family-allowance procedures. The bill affects corporations, directors, officers, shareholders, attorneys, testators, surviving spouses, minor children, trustees, beneficiaries, and estate administrators.
The overall sentiment appears favorable and largely noncontroversial. The bill was enacted as Session Law 2025-33 and signed by the Governor, and the text itself describes many of its changes as clarifications, technical updates, or recommendations from the North Carolina Bar Association. The absence of recorded committee transcripts or vote details suggests no documented public controversy in the provided materials, and the final enactment indicates broad legislative support.
The most notable substantive policy choices are the new officer exculpation language, the exclusive-forum provision for internal corporate claims, and the revised derivative-proceeding dismissal framework, all of which may be viewed as strengthening corporate management protections and limiting shareholder litigation options. In the estates portion, the electronic-will-storage provisions and the revised elective-share and year’s-allowance rules could raise concerns about access, proof, and timing in probate disputes, but the bill text frames these as modernization and clarification measures. No specific opposition is documented in the provided record, so any contention is inferential rather than recorded.