Utah Code 16-10b-201. Corporate purposes
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(1) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under Section 16-10a-301.
Terms Used In Utah Code 16-10b-201
- 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:(2)(a) that elects to become subject to this chapter; and(2)(b) the status of which as a benefit corporation has not been terminated. See Utah Code 16-10b-103
- 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:
(9)(a) taken as a whole;(9)(b) assessed against a third-party standard; and(9)(c) from the business of a benefit corporation. See Utah Code 16-10b-103- Minimum status vote: means :
(12)(a) in the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:(12)(a)(i) the shareholders of every class or series may vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of a class or series; and(12)(a)(ii) the corporate action is required to be approved by vote of the shareholders of each class or series entitled to cast at least two-thirds of the votes that all shareholders of the class or series are entitled to cast on the action; or(12)(b) in the case of a domestic entity other than a business corporation, in addition to any other required approval, vote, or consent, the satisfaction of the following conditions:(12)(b)(i) the holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity may vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of a class or series; and(12)(b)(ii) the action must be approved by vote or consent of the holders described in Subsection (12)(b)(i) entitled to cast at least two-thirds of the votes or consents that all of those holders are entitled to cast on the action. See Utah Code 16-10b-103- Specific public benefit: includes :
(14)(a) providing low-income or underserved individuals or communities with beneficial products or services;(14)(b) promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;(14)(c) protecting or restoring the environment;(14)(d) improving human health;(14)(e) promoting the arts, sciences, or advancement of knowledge;(14)(f) increasing the flow of capital to entities with a purpose to benefit society or the environment; and(14)(g) conferring any other particular benefit on society or the environment. See Utah Code 16-10b-103(2) The articles 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 16-10a-301 and Subsection (1). The identification of a specific public benefit under this Subsection (2) does not limit the purpose of a benefit corporation to create general public benefit under Subsection (1).(3) The creation of general public benefit and a specific public benefit under Subsections (1) and (2) is considered 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 that it is the purpose of the benefit corporation to create. To be effective, the amendment must be adopted by at least the minimum status vote.(5) A professional corporation that is a benefit corporation does not violate Section 16-11-6 by having the purpose to create general public benefit or a specific public benefit.
