35-1-1403. Purpose. (1) The purpose of a benefit corporation is to create general public benefit. This purpose is in addition to and may be a limitation on the corporation’s purpose under 35-14-301 and any specific public benefit purpose set forth in the corporation’s articles of incorporation in accordance with subsection (2).

Terms Used In Montana Code 35-1-1403

  • 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 corporation organized in this state that has elected to become subject to this part and whose status as a benefit corporation has not been terminated as provided in 35-1-1408. See Montana Code 35-1-1402
  • 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, as assessed against a third-party standard, from the business and operations of a benefit corporation. See Montana Code 35-1-1402
  • Minimum status vote: means :

    (a)in the case of a corporation, that in addition to any other approval or vote required by law or by the articles of incorporation:

    (i)the shareholders of every class or series are entitled to vote on the corporate action regardless of any limitation stated in the articles of incorporation; and

    (ii)the corporate action must be approved by the outstanding shares of each class or series by at least two-thirds of the votes that all shareholders of the class or series are entitled to cast on that action or by a greater vote if required in the articles of incorporation; or

    (b)in the case of a domestic business entity other than a corporation and in addition to any other approval, vote, or consent required by law that principally governs the internal affairs of the domestic business entity or any provision of the publicly filed record or document required to form the domestic business entity, if any, or of any agreement binding some or all of the holders of equity interests in the entity:

    (i)the holders of every class or series of interest in the entity that are entitled to receive a distribution of any kind from the entity are entitled to vote on the action regardless of any otherwise applicable limitation on the voting rights of the interest; and

    (ii)the action must be approved by the vote or consent of the holders described in subsection (6)(b)(i) by at least two-thirds of the votes of the holders or by a greater vote if required in the publicly filed record, document, or agreement binding holders of equity interests. See Montana Code 35-1-1402

  • 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: means :

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

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

    (c)preserving the environment;

    (d)improving human health;

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

    (f)increasing the flow of capital to entities with a public benefit purpose; or

    (g)the accomplishment of any other particular benefit for society or the environment. See Montana Code 35-1-1402

(2)In addition to the applicable provisions required under 35-14-202, the articles of incorporation of a benefit corporation must contain the following statement: “This corporation is a benefit corporation.” The articles of incorporation of a benefit corporation may identify one or more specific public benefits as the purpose or purposes of the benefit corporation. The identification of a specific public benefit under this subsection does not limit the obligation of a benefit corporation to create general public benefit.

(3)The creation of general public benefit and one or more specific public benefits as provided in subsections (1) and (2) is considered to be in the best interests of the benefit corporation.

(4)A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit as a purpose of the benefit corporation to create. The amendment is effective only if the amendment is adopted by at least the minimum status vote.