§ 1706. Corporate purposes.

Terms Used In N.Y. Business Corporation Law 1706

  • 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.
  • Benefit corporation: means a business corporation incorporated under this article and whose status as a benefit corporation has not been terminated as provided in this article. See N.Y. Business Corporation Law 1702
  • 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.
  • General public benefit: means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation. See N.Y. Business Corporation Law 1702
  • Minimum status vote: means that, in addition to any other approval or vote required by this chapter, the certificate of incorporation or a bylaw adopted by the shareholders:

    (1) The holders of shares of every class or series that are entitled to vote on the corporate action shall be entitled to vote as a class on the corporate action; and

    (2) The corporate action must be approved by vote of the shareholders of each class or series entitled to cast at least three-quarters of the votes that all shareholders of the class or series are entitled to cast thereon. See N.Y. Business Corporation Law 1702
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Specific public benefit: includes :

    (1) providing low-income or underserved individuals or communities with beneficial products or services;

    (2) promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;

    (3) preserving the environment;

    (4) improving human health;

    (5) promoting the arts, sciences or advancement of knowledge;

    (6) increasing the flow of capital to entities with a public benefit purpose; and

    (7) the accomplishment of any other particular benefit for society or the environment. See N.Y. Business Corporation Law 1702

(a) Every benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purposes under section two hundred one of this chapter and any specific purpose set forth in its certificate of incorporation under paragraph (b) of this section. The purpose to create general public benefit shall be a limitation on the other purposes of the benefit corporation, and shall control over any inconsistent purpose of the benefit corporation.

(b) The certificate of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under section two hundred one of this chapter and paragraph (a) of this section. The identification of a specific public benefit under this paragraph does not limit the obligation of a benefit corporation to create general public benefit.

(c) The creation of general and specific public benefits as provided in paragraphs (a) and (b) of this section is in the best interests of the benefit corporation.

(d) A benefit corporation may amend its certificate of incorporation to add, amend or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. The amendment shall not be effective unless it is adopted by at least the minimum status vote.