Title 33, Corporations, Partnerships and Associations

A domestic corporation, including a domestic corporation incorporated upon a conversion, may be incorporated as a benefit corporation by including in its original articles of incorporation a provision stating that the corporation is a benefit corporation governed by this chapter.…

(A) An existing domestic corporation shall become a benefit corporation on the effective date of the amendment to its articles of incorporation to include a provision providing that the corporation is a benefit corporation governed by this chapter. As amended, the articles of inc…

(A) A benefit corporation may terminate its status and cease to be subject to this chapter by amending its articles of incorporation to remove the provision that the corporation is a benefit corporation governed by this chapter. The amendment must be approved in the manner requir…

In addition to any other requirements of applicable law, where specified in this chapter that approval of a matter must be in the manner required by this section, the following requirements apply: (1) With respect to a corporation, including a benefit corporation, the matter must…

(A) In addition to corporate purposes provided in Section 33-3-101, a benefit corporation shall have as one of its corporate purposes the creation of a general public benefit. (B) A benefit corporation may include as a corporate purpose in its articles of incorporation one or mor…

(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 of directors, and individual directors of a benefit corporation, shall consider the effects of any action …

(A) The board of directors of a benefit corporation shall designate one director who is an independent person to be the benefit director. The benefit director, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, shall have …

(A) Each officer of a benefit corporation shall consider the interests and factors described in Section 33-38-400 in the manner provided in that section if: (1) the officer has discretion to act with respect to a matter; and (2) it reasonably appears to the officer that the matte…

(A) A benefit corporation may have an officer designated as the benefit officer. (B) The duties of the benefit officer include the following: (1) monitoring the benefit corporation's pursuit of the general and any specific public benefits purpose of the benefit corporation and th…

(A) The duties of directors under this chapter may be enforced only 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: (1) failure to pursue or create general public b…

(A) A benefit corporation shall prepare an annual benefit report that includes all of the following: (1) a narrative description: (a) the manner in which the benefit corporation has pursued its general public benefit purposes during the year and the extent to which a general publ…

In addition to any other rights granted by law, a shareholder is entitled to dissent from and obtain payment of the fair value of his shares in the event of the consummation of a designation of a corporation as a benefit corporation pursuant to Section 33-38-210(A).