Title 29 — Business Organizations. [Enacted title]

This chapter may be cited as the “Benefit Corporation Act of 2012”.

(a) For the purposes of this chapter, the term: (1) “Benefit corporation” means a business corporation: (A) That has elected to become subject to this chapter; and (B) The status of which as a benefit corporation has not been terminated under § 29-1301.06. (2) “Benefit director” …

(a) This chapter shall be applicable to all benefit corporations. (b) This chapter shall not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation, and shall not in and of itself create an implication that a contrary or dif…

A benefit corporation must be formed in accordance with Chapter 3 of this title, but its articles of incorporation must also state that it is a benefit corporation.

(a) An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of § 29-308.01, a statement that the corporation is a benefit corporation. To be effective, the…

(a) 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 and deleting the provision required by § 29-1301.05. To be effective, the amendment must be adopted by at least the minimu…

(a) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under § 29-303.01. (b) The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of …

(a) 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: (1) Shall consider the effects of any action upon: (A)…

(a) The board of directors of a benefit corporation shall include one director, who: (1) Shall be designated the benefit director; and (2) Shall have, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, …

(a) Each officer of a benefit corporation shall consider the interests and factors described and in the manner provided in § 29-1303.01(a) if: (1) The officer has discretion to act with respect to a matter; and (2) It is reasonably apparent to the officer that the matter may have…

(a) A benefit corporation may designate a benefit officer. (b) A benefit officer shall have: (1) The powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided: (A) By the bylaws; or (B) Absent controlling pro…

(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) Failure to pursue or create general public benefit or a specific public benefit set forth in its article…

(a) A benefit corporation shall prepare an annual benefit report including all of the following: (1) A narrative description of: (A) The process and rationale for selecting the third-party standard used to prepare the benefit report; (B) The ways in which the benefit corporation …