Utah Code 48-4-104. Benefit company status

48-4-104. Benefit company status.

(1)	A person may form a benefit company in accordance with Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act, except the certificate of organization shall state that the limited liability company is a benefit company.

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Terms Used In Utah Code 48-4-104

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 company: means a limited liability company:

(a)	that elects to become subject to this chapter; and

(b)

the status of which as a benefit company has not been terminated. See Utah Code 48-4-103

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 :

(a)

in the case of a limited liability company, in addition to any other required approval or vote, the satisfaction of the following conditions:

(i)	the members of every class or series may vote as a separate voting group on an action of the limited liability company regardless of a limitation state in the certificate of organization or operating agreement on the voting rights of any class or series; and

(ii)	the action of the limited liability company is required to be approved by vote of the members of each class or series entitled to cast at least two-thirds of the votes that all members of the class or series are entitled to cast on the action; or

(b)

in the case of a domestic entity other than a limited liability company, 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 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 voting or consent rights of the class or series; and

(ii)

the action of the limited liability company is required to be approved by vote or consent of the holders described in Subsection (6)(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 48-4-103

Person: means :Utah Code 68-3-12.5

State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5

(2)

(a)	A limited liability company may elect to become a benefit company by amending, in accordance with Section 48-3a-202, the limited liability company’s certificate of organization to contain a statement that the limited liability company is a benefit company.

(b)	An amendment described in Subsection (2)(a) is not effective unless the amendment is adopted by at least the minimum status vote.

(3)

If an entity that is not a benefit company is a party to a merger or is the exchanging entity in an interest exchange, and the surviving entity in the merger or interest exchange is a benefit company, the merger or interest exchange is not effective unless the merger or interest exchange is adopted by the entity by at least the minimum status vote.

(4)

(a)

A benefit company may terminate the benefit company’s status as a benefit company and cease to be subject to this chapter by amending the benefit company’s certificate of organization in accordance with Section 48-3a-202 to delete the provision described in Subsection (1) or (2) that states that the limited liability company is a benefit company.

(b)	An amendment described in Subsection (4)(a) is not effective unless the amendment is adopted by at least the minimum status vote.

(5)

(a)	If a proposed merger or interest exchange would have the effect of terminating a benefit company’s status as a benefit company, the merger or interest exchange is not effective unless the merger or interest exchange is adopted by at least the minimum status vote.

(b)	Unless the transaction is in the usual and regular course of the benefit company’s business, a sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit company is not effective unless the transaction is approved by at least the minimum status vote.

Enacted by Chapter 201, 2018 General Session

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