13-C §1821. Standard of conduct for directors
§1821. Standard of conduct for directors 1. Consideration of interests. In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation shall consider the effects of any action or inaction upon: A. […]
13-C §1822. Benefit director
§1822. Benefit director 1. General rule. The board of directors of a benefit corporation that is a public corporation shall, and the board of any other benefit corporation may, include a director, who: A. Is designated the benefit director; and [PL 2019, c. 328, §1 (NEW).] B. Has, in addition to the powers, […]
13-C §1823. Standard of conduct for officers
§1823. Standard of conduct for officers 1. General rule. An officer of a benefit corporation shall consider the interests and factors described in section 1821, subsection 1 in the manner provided in section 1821, subsection 1 if: A. The officer has discretion to act with respect to a matter; and [PL 2019, c. […]
13-C §1824. Benefit officer
§1824. Benefit officer 1. Designation. A benefit corporation may have an officer designated the benefit officer. [PL 2019, c. 328, §1 (NEW).] 2. Functions. A benefit officer has: A. The powers and duties relating to the purpose of the corporation to create general public benefit or a specific public benefit provided by the […]
13-C §1825. Right of action
§1825. Right of action 1. General rule. Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit corporation or its directors or officers with respect to: A. Failure to pursue or create general public benefit or a specific public benefit set forth in the […]
13-C §1831. Preparation of annual benefit report
§1831. Preparation of annual benefit report 1. Contents. A benefit corporation shall prepare an annual benefit report including: A. A narrative description of: (1) The ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created; (2) The ways in […]
13-C §1832. Availability of annual benefit report
§1832. Availability of annual benefit report 1. Timing of report. A benefit corporation shall send its annual benefit report to each shareholder on the earlier of: A. One hundred and twenty days following the end of the fiscal year of the benefit corporation; and [PL 2019, c. 328, §1 (NEW).] B. At the […]
13-C §1702. Application to qualified foreign corporations
§1702. Application to qualified foreign corporations A foreign corporation authorized to transact business in this State on the effective date of this Act is subject to this Act but is not required to obtain a new certificate of authority to transact business under this Act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL […]
13-C §1801. Application and effect of chapter
§1801. Application and effect of chapter 1. Application of chapter. This chapter applies to all benefit corporations. [PL 2019, c. 328, §1 (NEW).] 2. Application of corporation law generally. This chapter does not create an implication that a contrary or different rule of law applies to a corporation that is not a benefit corporation. […]
13-C §1802. Definitions
§1802. Definitions As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2019, c. 328, §1 (NEW).] 1. Benefit corporation. “Benefit corporation” means a corporation: A. That has elected to become subject to this chapter pursuant to section 1804; and [PL 2019, c. 328, […]