(a)  A benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by § 7-5.3-3 or § 7-5.3-4 to be stated in the articles of a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote.

Terms Used In Rhode Island General Laws 7-5.3-5

  • 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.
  • Benefit corporation: means a corporation for profit with purposes set forth in § 7-5. See Rhode Island General Laws 7-5.3-2
  • 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
  • Minimum status vote: means :

    (i)  In the case of a corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:

    (A)  The shareholders of every class or series shall be entitled to vote as a class on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series. See Rhode Island General Laws 7-5.3-2

(b)  If a merger or conversion would have the effect of terminating the status of a business corporation as a benefit corporation, the merger or conversion must be adopted by at least the minimum status vote in order to be effective. Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.

History of Section.
P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.