Connecticut General Statutes 33-1356 – Termination of benefit corporation status
(a) Except for a benefit corporation that adopts a legacy preservation provision, a benefit corporation may terminate its status as such and cease to be subject to the provisions of sections 33-1352 to 33-1364, inclusive, by amending its certificate of incorporation to delete any provision stating that such corporation is a benefit corporation. Any such amendment shall be approved by a minimum status vote.
Terms Used In Connecticut General Statutes 33-1356
- 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.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Legacy: A gift of property made by will.
(b) Except for a benefit corporation that adopts a legacy preservation provision, if a benefit corporation is a party to (1) a merger in which (A) the surviving entity will not be a benefit corporation, or (B) shares of such benefit corporation will be converted into a right to receive shares or other equity interests of an entity that is not a benefit corporation, or (2) a share exchange in which the shares of the benefit corporation will be exchanged for shares or other equity interests of an entity that is not a benefit corporation, the plan of merger or share exchange shall be approved by a minimum status vote.
(c) A benefit corporation that adopts a legacy preservation provision may only be a party to (1) a merger in which (A) the surviving entity will be a benefit corporation that has adopted a legacy preservation provision, or (B) shares of such benefit corporation will be converted into a right to receive shares of a benefit corporation that has adopted a legacy preservation provision, or (2) a share exchange in which the shares of the benefit corporation will be exchanged for shares of a benefit corporation that has adopted a legacy preservation provision, and such merger or share exchange is approved by a minimum status vote.
(d) Except for a benefit corporation that adopts a legacy preservation provision, any sale, lease, exchange or other disposition of assets of a benefit corporation, other than a disposition described in § 33-830, that would leave the benefit corporation without a significant continuing business activity shall be approved by a minimum status vote. A benefit corporation that adopts a legacy preservation provision shall not enter into a sale, lease, exchange or other disposition of its assets, other than a disposition described in § 33-830, unless the disposition is to one or more (1) charitable organizations, or (2) other benefit corporations that have adopted legacy preservation provisions, and such disposition is approved by a minimum status vote.