Section 303 – Standard of conduct for officers.
Effective 5/13/2014 16-10b-303. Standard of conduct for officers. (1) An officer of a benefit corporation shall consider the interests and factors described in Subsection 16-10b-301(1) in the manner provided in Subsections 16-10b-301(1) and (2) if: (a) the officer has discretion to act with respect to a matter; and (b) it reasonably appears to the officer […]
Section 304 – Benefit officer.
Effective 5/13/2014 16-10b-304. Benefit officer. (1) A benefit corporation may have an officer designated as the benefit officer. (2) A benefit officer has: (a) the powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided: (i) by the bylaws; or (ii) absent controlling provisions in […]
Section 305 – Right of action.
Effective 5/13/2014 16-10b-305. Right of action. (1) 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 its articles […]
Section 401 – Preparation of annual benefit report.
Effective 5/13/2014 16-10b-401. Preparation of annual benefit report. (1) A benefit corporation shall prepare an annual benefit report that includes all of the following: (a) a narrative description of: (i) the ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created; (ii) […]
Section 402 – Availability of annual benefit report.
Effective 5/12/2015 16-10b-402. Availability of annual benefit report. (1) A benefit corporation shall send its annual benefit report required by Section 16-10b-401 to each shareholder on the earlier of: (a) 120 days following the end of the fiscal year of the benefit corporation; or (b) the same time that the benefit corporation delivers another annual […]
Section 302 – Benefit director.
Effective 5/13/2014 16-10b-302. Benefit director. (1) The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of directors of any other benefit corporation may, include a director, who: (a) is designated the benefit director; and (b) shall have, in addition to the powers, duties, rights, and immunities […]
Section 102 – Application and effect of chapter.
Effective 5/13/2014 16-10b-102. Application and effect of chapter. (1) This chapter applies to a benefit corporation organized under this chapter. (2) The existence of a provision of this chapter does not of itself create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit […]
Section 104 – Incorporation of benefit corporation.
Effective 5/13/2014 16-10b-104. Incorporation of benefit corporation. A person shall incorporate a benefit corporation in accordance with Chapter 10a, Part 2, Incorporation, but its articles of incorporation shall also state that it is a benefit corporation. Enacted by Chapter 394, 2014 General Session
Section 105 – Election of benefit corporation status.
Effective 5/13/2014 16-10b-105. Election of benefit corporation status. (1) A business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that the articles of incorporation contain, in addition to the requirements of Section 16-10a-202, a statement that the corporation is a benefit corporation. To be effective, the amendment […]
Section 106 – Termination of benefit corporation status.
Effective 5/13/2014 16-10b-106. Termination of benefit corporation status. (1) A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by Section 16-10b-104 or 16-10b-105 to be stated in the articles of incorporation of a benefit […]