(a) A business corporation that is not a benefit corporation may elect to become a benefit corporation by amending its certificate of incorporation to contain, in addition to matters required by § 33-636, a statement that the corporation is a benefit corporation. Any such amendment to the certificate of incorporation shall be approved by a minimum status vote.
Terms Used In Connecticut General Statutes 33-1354
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Appraisal: A determination of property value.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
(b) If an entity that is not a benefit corporation is a party to (1) a merger in which (A) the surviving entity will be a benefit corporation, or (B) shares or other equity interests in such entity will be converted into a right to receive shares of a benefit corporation, or (2) a share exchange with a benefit corporation in which the shares or other equity interests of the entity will be exchanged for shares of a benefit corporation, the plan of merger or share exchange shall be approved by a minimum status vote. If an entity other than a business corporation is a party to any such transaction and a minimum status vote by the equity owners of such entity is required for approval of the transaction, the equity owners of such entity shall be entitled to appraisal rights under the procedures set forth in chapter 601 as if the entity were a business corporation.