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:
(a)
that elects to become subject to this chapter; and
(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:
in the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:
(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
(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
(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:
(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
(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 :
(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 normal course of business;
(c)
protecting or restoring 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 purpose to benefit society or the environment; and
(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.
