Title 33, Title 33: Corporations

Sec. 33-1354. Election of benefit corporation status. (a) A business corporation that is not a benefit corporation may elect to become a benefit corporation by amending its certificate of incorporation to contain, in addition to matters required by section 33-636, a statement tha…

Sec. 33-1355. Legacy preservation provision. (a) A benefit corporation may, not earlier than twenty-four months after the date that it became a benefit corporation, adopt a legacy preservation provision by amending its certificate of incorporation to contain a statement that the …

Sec. 33-1356. Termination of benefit corporation status. (a) Except for a benefit corporation that adopts a legacy preservation provision, a benefit corporation may terminate its status as such and cease to be subject to the provisions of sections 33-1352 to 33-1364, inclusive, b…

Sec. 33-1357. Purposes. (a) A benefit corporation shall have a purpose of creating a general public benefit. Such purpose shall be in addition to any purpose under chapter 601. (b) The certificate of incorporation of a benefit corporation may identify one or more specific public …

Sec. 33-1358. Standards of conduct for directors. (a) In discharging the duties of their respective positions and considering the best interests of the benefit corporation, the board of directors, any committee of the board and the individual directors of the benefit corporation:…

Sec. 33-1359. Benefit director. (a) The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of any other benefit corporation may, include a director who shall (1) be designated the benefit director, and (2) have, in addition to t…

Sec. 33-1360. Standards of conduct for officers. (a) Each officer of a benefit corporation shall consider the interests and factors described in subsection (a) of section 33-1358 in the manner provided in that subsection if (1) the officer has discretion to act with respect to a …

Sec. 33-1361. Benefit officer. A benefit corporation may designate a benefit officer. A benefit officer shall have (1) the powers and duties relating to the purpose of the corporation to create a general public benefit or any specific public benefit provided (A) by the bylaws, or…

Sec. 33-1362. Right of action. Benefit enforcement proceeding. (a) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to (1) the failure to pursue or create a general …

Sec. 33-1363. Third-party standard. Preparation of annual benefit report. (a) A benefit corporation shall select a third-party standard by which to assess such corporation's pursuit of a general public benefit and any specific public benefit. Selecting or changing a third-party s…

Sec. 33-1364. Availability of annual benefit report. (a) A benefit corporation shall send its annual benefit report to each shareholder (1) not later than one hundred twenty days following the end of the fiscal year of the benefit corporation, or (2) at the same time that the ben…

Secs. 33-1365 to 33-1999. Reserved for future use. Note: Chapters 605 to 607 are also reserved for future use.