N.C. Gen. Stat. » Chapter 55
NC General Statutes

N.C. Gen. Stat. § 55-8-30 (2026)

General standards for directors

✓ current as of July 2026
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(a) A director shall discharge the director's duties as a director, including the director's duties as a member of a committee or subcommittee, in accordance with all of the following:

(1) In good faith.

(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances.

(3) In a manner the director reasonably believes to be in the best interests of the corporation.

(b) In discharging the duties of a director's office, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:

(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented.

(2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within their professional or expert competence.

(3) A committee or subcommittee of the board of directors of which the director is not a member if the director reasonably believes the committee or subcommittee merits confidence.

(c) A director is not entitled to the benefit of subsection (b) of this section if the director has actual knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.

(d) A director is not liable for (i) any action taken as a director, or any failure to take any action, if the director performed the duties of the director's office in compliance with this section or (ii) any failure to offer the corporation the right to have or participate in a business opportunity prior to the pursuit or taking of the opportunity by the director or other person if the corporation's articles of incorporation include a provision authorized by G.S. 55-2-02(b)(4) and the procedures and approvals required by the provision, if any, were complied with or obtained prior to the pursuit or taking of the opportunity by the director or other person. The duties of a director weighing a change of control situation shall not be any different, nor the standard of care any higher, than otherwise provided in this section.

(e) A director's personal liability for monetary damages for breach of a duty as a director may be limited or eliminated only to the extent permitted in G.S. 55-2-02(b)(3), and a director may be entitled to indemnification against liability and expenses pursuant to Part 5 of Article 8 of this Chapter. (1955, c. 1371, s. 1; 1989, c. 265, s. 1; 1993, c. 552, s. 11; 2018-45, s. 10.)

 

Notes of Decisions
Cited in 66 cases (5 in the last 5 years), 1993–2022 · leading case: Piazza v. Kirkbride, 827 S.E.2d 479 (N.C. 2019).
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Piazza v. Kirkbride, 827 S.E.2d 479 (N.C. 2019). · cites it 149× “Cummings to be reliable and competent, defendant argues that the Court of Appeals erred by holding that he was not entitled to have the jury instructed concerning the “safe harbor” provisions of N.C.G.S. § 55-8-30. Plaintiffs, on the other hand, argue that defendant agreed to…”
Piazza v. Kirkbride, 785 S.E.2d 695 (N.C. Ct. App. 2016). · cites it 35× “50, the analogous pattern jury instruction to the Director Safe Harbor statute, N.C. Gen.Stat. § 55-8-30. The court discussed differences between the Director Safe Harbor defense and the NCSA reasonable care defense stating, "Well, my reading of [section] 55[-8-30] will place…”
Governor's Club, Inc. v. Governors Club Ltd. P'ship, 567 S.E.2d 781 (N.C. Ct. App. 2002). · cites it 12× “§ 55-8-30 requires a corporate director to discharge his or her duties as a director: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner he reasonably believes to be in the best…”
Green v. Freeman, 749 S.E.2d 262 (N.C. 2013). · cites it 9× “N.C.G.S. § 55-8-30 (2011). When these fiduciary duties are breached, a shareholder may sue the offending director in a derivative action.”
Ehrenhaus v. Baker, 717 S.E.2d 9 (N.C. Ct. App. 2011). · cites it 10× “” N.C. Gen. Stat. § 55-8-30 (a) (2009). In discharging his duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) One or more officers or employees of the…”
Oberlin Capital, L.P. v. Slavin, 554 S.E.2d 840 (N.C. Ct. App. 2001). · cites it 5× “Generally, the duties of a corporation’s directors are provided by G.S. § 55-8-30. These duties include a duty to act in good faith, “[w]ith the care an ordinarily prudent person in a like position would exercise under similar circumstances,” and “[i]n a manner he reasonably…”
Raymond James Capital Partners, L.P. v. Hayes, 789 S.E.2d 695 (N.C. Ct. App. 2016). · cites it 7× “Here, all of plaintiff's causes of action are based upon defendant's violation of her core fiduciary duties to the corporation (Greer).”
State Ex Rel. Long v. Ila Corp., 513 S.E.2d 812 (N.C. Ct. App. 1999). · cites it 16× “Initially, we note that the Business Corporation Act provides, “A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.”
Feldman v. Law Enf't Assocs. Corp., 779 F. Supp. 2d 472 (E.D.N.C. 2011). · cites it 10× “Civil Conspiracy Claim Plaintiffs also allege that LEA, acting through Rand, Lindsay and Jordan, conspired with Carrington (“the conspiracy defendants”) to violate a provision of the North Carolina Business Corporation Act, N.C. Gen.Stat. § 55-8-30, and three federal criminal…”
Corwin v. British Am. Tobacco PLC, 796 S.E.2d 324 (N.C. Ct. App. 2016). · cites it 4× “(quoting N.C. Gen. Stat. § 55-8-30 N.C. cmt. (2011)).”
Geitner Ex Rel. S. Hosiery Mills, Inc. v. Mullins, 643 S.E.2d 435 (N.C. Ct. App. 2007). · cites it 12× “When a director is discharging duties as a director, the proper statutory mechanism to challenge the director's action is N.C. Gen. Stat. § 55-8-30 . N.C. Gen.Stat.”
Jackson v. Marshall, 537 S.E.2d 232 (N.C. Ct. App. 2000). · cites it 12× “” N.C. Gen. Stat. § 55-8-30 (a) (1990) (amended 1993).”
Show all 66 citing cases →
— N.C. Gen. Stat. § 55-8-30(a) — 17 cases
Piazza v. Kirkbride, 827 S.E.2d 479 (N.C. 2019). “Cummings to be reliable and competent, defendant argues that the Court of Appeals erred by holding that he was not entitled to have the jury instructed concerning the “safe harbor” provisions of N.C.G.S. § 55-8-30. Plaintiffs, on the other hand, argue that defendant agreed to…”
Oberlin Capital, L.P. v. Slavin, 554 S.E.2d 840 (N.C. Ct. App. 2001). “Generally, the duties of a corporation’s directors are provided by G.S. § 55-8-30. These duties include a duty to act in good faith, “[w]ith the care an ordinarily prudent person in a like position would exercise under similar circumstances,” and “[i]n a manner he reasonably…”
Piazza v. Kirkbride, 785 S.E.2d 695 (N.C. Ct. App. 2016). “50, the analogous pattern jury instruction to the Director Safe Harbor statute, N.C. Gen.Stat. § 55-8-30. The court discussed differences between the Director Safe Harbor defense and the NCSA reasonable care defense stating, "Well, my reading of [section] 55[-8-30] will place…”
Burns v. Dennis (In Re Se. Materials, Inc.), 467 B.R. 337 (Bankr. M.D.N.C. 2012).
Feldman v. Law Enf't Assocs. Corp., 779 F. Supp. 2d 472 (E.D.N.C. 2011). “Civil Conspiracy Claim Plaintiffs also allege that LEA, acting through Rand, Lindsay and Jordan, conspired with Carrington (“the conspiracy defendants”) to violate a provision of the North Carolina Business Corporation Act, N.C. Gen.Stat. § 55-8-30, and three federal criminal…”
— N.C. Gen. Stat. § 55-8-30(a)(1) — 1 case
Seraph Garrison, LLC v. Garrison, 787 S.E.2d 398 (N.C. Ct. App. 2016).
— N.C. Gen. Stat. § 55-8-30(a)(1)(3) — 1 case
Governor's Club, Inc. v. Governors Club Ltd. P'ship, 567 S.E.2d 781 (N.C. Ct. App. 2002). “§ 55-8-30 requires a corporate director to discharge his or her duties as a director: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner he reasonably believes to be in the best…”
— N.C. Gen. Stat. § 55-8-30(a)(2) — 1 case
Piazza v. Kirkbride, 827 S.E.2d 479 (N.C. 2019). “Cummings to be reliable and competent, defendant argues that the Court of Appeals erred by holding that he was not entitled to have the jury instructed concerning the “safe harbor” provisions of N.C.G.S. § 55-8-30. Plaintiffs, on the other hand, argue that defendant agreed to…”
— N.C. Gen. Stat. § 55-8-30(a)(3) — 2 cases
Harris v. Testar, Inc., 777 S.E.2d 776 (N.C. Ct. App. 2015).
Oberlin Capital, Lp v. Slavin, 2000 NCBC 6 (N.C. Bus. Ct. 2000).
— N.C. Gen. Stat. § 55-8-30(a)(l) — 1 case
Governor's Club, Inc. v. Governors Club Ltd. P'ship, 567 S.E.2d 781 (N.C. Ct. App. 2002). “§ 55-8-30 requires a corporate director to discharge his or her duties as a director: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner he reasonably believes to be in the best…”
— N.C. Gen. Stat. § 55-8-30(b) — 7 cases
Piazza v. Kirkbride, 827 S.E.2d 479 (N.C. 2019). “Cummings to be reliable and competent, defendant argues that the Court of Appeals erred by holding that he was not entitled to have the jury instructed concerning the “safe harbor” provisions of N.C.G.S. § 55-8-30. Plaintiffs, on the other hand, argue that defendant agreed to…”
Piazza v. Kirkbride, 785 S.E.2d 695 (N.C. Ct. App. 2016). “50, the analogous pattern jury instruction to the Director Safe Harbor statute, N.C. Gen.Stat. § 55-8-30. The court discussed differences between the Director Safe Harbor defense and the NCSA reasonable care defense stating, "Well, my reading of [section] 55[-8-30] will place…”
Fed. Deposit Ins. v. Willetts, 882 F. Supp. 2d 859 (E.D.N.C. 2012).
Fed. Deposit Ins. v. Rippy, 799 F.3d 301 (4th Cir. 2015).
Oberlin Capital, Lp v. Slavin, 2000 NCBC 6 (N.C. Bus. Ct. 2000).
— N.C. Gen. Stat. § 55-8-30(b)(1) — 2 cases
Piazza v. Kirkbride, 827 S.E.2d 479 (N.C. 2019). “Cummings to be reliable and competent, defendant argues that the Court of Appeals erred by holding that he was not entitled to have the jury instructed concerning the “safe harbor” provisions of N.C.G.S. § 55-8-30. Plaintiffs, on the other hand, argue that defendant agreed to…”
State Ex Rel. Comm'r Ins. v. Custard, 2010 NCBC 6 (N.C. Bus. Ct. 2010).
— N.C. Gen. Stat. § 55-8-30(b)(2) — 1 case
State Ex Rel. Comm'r Ins. v. Custard, 2010 NCBC 6 (N.C. Bus. Ct. 2010).
— N.C. Gen. Stat. § 55-8-30(b)(ii) — 1 case
Fleming v. Horner, 2022 NCBC 26 (N.C. Bus. Ct. 2022).
— N.C. Gen. Stat. § 55-8-30(c) — 4 cases
Piazza v. Kirkbride, 827 S.E.2d 479 (N.C. 2019). “Cummings to be reliable and competent, defendant argues that the Court of Appeals erred by holding that he was not entitled to have the jury instructed concerning the “safe harbor” provisions of N.C.G.S. § 55-8-30. Plaintiffs, on the other hand, argue that defendant agreed to…”
Fed. Deposit Ins. v. Willetts, 882 F. Supp. 2d 859 (E.D.N.C. 2012).
Charles A. Torrence Co. v. Clary, 464 S.E.2d 502 (N.C. Ct. App. 1995).
Fleming v. Horner, 2022 NCBC 26 (N.C. Bus. Ct. 2022).
— N.C. Gen. Stat. § 55-8-30(d) — 9 cases
Piazza v. Kirkbride, 785 S.E.2d 695 (N.C. Ct. App. 2016). “50, the analogous pattern jury instruction to the Director Safe Harbor statute, N.C. Gen.Stat. § 55-8-30. The court discussed differences between the Director Safe Harbor defense and the NCSA reasonable care defense stating, "Well, my reading of [section] 55[-8-30] will place…”
Piazza v. Kirkbride, 827 S.E.2d 479 (N.C. 2019). “Cummings to be reliable and competent, defendant argues that the Court of Appeals erred by holding that he was not entitled to have the jury instructed concerning the “safe harbor” provisions of N.C.G.S. § 55-8-30. Plaintiffs, on the other hand, argue that defendant agreed to…”
Fed. Deposit Ins. v. Willetts, 882 F. Supp. 2d 859 (E.D.N.C. 2012).
Anderson v. Brokers, Inc. (In Re Brokers, Inc.), 363 B.R. 458 (Bankr. M.D.N.C. 2007).
State Ex Rel. Long v. Ila Corp., 513 S.E.2d 812 (N.C. Ct. App. 1999). “Initially, we note that the Business Corporation Act provides, “A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.”
— N.C. Gen. Stat. § 55-8-30(d)(1990) — 2 cases
Jackson v. Marshall, 537 S.E.2d 232 (N.C. Ct. App. 2000). “” N.C. Gen. Stat. § 55-8-30 (a) (1990) (amended 1993).”
Fed. Deposit Ins. v. Rippy, 799 F.3d 301 (4th Cir. 2015).
— N.C. Gen. Stat. § 55-8-30(d)(2005) — 1 case
Anderson v. Brokers, Inc. (In Re Brokers, Inc.), 363 B.R. 458 (Bankr. M.D.N.C. 2007).
— N.C. Gen. Stat. § 55-8-30(e) — 1 case
Panzino v. 5 Church, Inc., 2020 NCBC 13 (N.C. Bus. Ct. 2020).
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