Important Business Law Changes: What North Carolina Business Owners Need to Know

North Carolina business owners should pay attention to two recent and significant legal developments: amendments to the state's Business Corporation Act (which took effect October 1, 2025) and sweeping federal restrictions on hemp-derived products (which take effect November 12, 2026). Both changes will have meaningful impacts on how businesses operate and plan for the future.

NC Business Corporation Act Amendments

These changes generally clarify existing law and bring North Carolina practices in line with modern corporate governance standards.

Photo by Jeff McLain on Unsplash

Perhaps the most relevant change affecting North Carolina small businesses extends limited liability protection to corporate officers. Previously, only directors could be shielded from personal liability for business decisions made in good faith. Now corporations can include similar protections for officers in their governing documents, though officers remain liable for claims brought by the corporation itself.

The amendments also modernize how corporations handle meetings and governance during crises. The changes clarify that emergency bylaws must be adopted in advance and can only be activated during actual emergencies—defined as catastrophic events that make it impractical to convene meetings or assemble a quorum of directors. This matters more than you might think, especially after North Carolina's recent experience with Hurricane Helene.

During an emergency, boards can now postpone shareholder meetings, authorize remote participation, modify leadership succession if key people become incapacitated, and relocate company offices. The law explicitly protects directors and officers from liability for good-faith actions taken under emergency procedures. For small businesses, this means you can prepare crisis protocols now that will be legally enforceable when disaster strikes—without the liability risk that often comes with making fast decisions under pressure.

Another practical update that takes effect January 1, 2026 allows attorneys to keep electronic records of wills and use certified copies in probate proceedings when the original document is unavailable. This change recognizes how law firms increasingly store documents digitally while ensuring families aren't left in legal limbo if a physical will goes missing.

Federal Hemp Industry Faces Major Disruption

While state law is modernizing corporate governance, federal law is dramatically reshaping the hemp industry. President Trump signed legislation in November 2025 that effectively bans most hemp-derived THC products starting November 12, 2026.

The new law closes what many viewed as an unintended loophole in the 2018 Farm Bill. That legislation legalized hemp with less than 0.3% delta-9 THC, inadvertently creating a massive market for intoxicating products like delta-8 THC, THCA flower, and hemp-derived edibles and beverages sold outside traditional cannabis regulations.

Under the new restrictions, hemp products cannot contain more than 0.4 milligrams of total THC per container, and synthetic cannabinoids manufactured outside the plant are now prohibited. The law measures total THC after heating, which means even THCA flower products that convert to THC when smoked will exceed the new limits.

The impact on North Carolina's hemp industry could be devastating. Industry groups estimate the changes threaten a $28 billion national market and over 300,000 jobs nationwide. North Carolina businesses in hemp cultivation, manufacturing, retail, or related services have one year to pivot their operations, pursue state cannabis licensing where available, or exit the market entirely.

Hemp farmers growing industrial fiber and grain remain unaffected, and the new law doesn't change medical or recreational cannabis programs in states that have legalized them. North Carolina, however, currently has neither, leaving hemp businesses with few legal alternatives for their current product lines.

Planning Ahead

Business owners affected by either change should consult with legal counsel now rather than waiting until the effective dates. Corporate governance updates may require amendments to your articles of incorporation or bylaws—particularly if you want to take advantage of the new emergency powers provisions following lessons learned from Hurricane Helene. Hemp businesses need immediate strategic planning to navigate what may be an existential transition.

Understanding and preparing for legal changes before they take effect is always cheaper than scrambling to comply after the fact.