Title 16, Business Entities

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 sta…

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-10…

16-10b-107. Provisions Applicable to All Business Entities applicable. Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of this chapter.

16-10b-201. Corporate purposes. (1) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under Section 16-10a-301. (2) The articles of incorporation of a benefit corporation may identify one or more specific pub…

16-10b-301. Standard of conduct for directors. (1) Subject to Subsection (2), the board of directors, committees of the board of directors, and individual directors of a benefit corporation, in discharging the duties of their respective positions and in considering the best inter…

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 …

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 …

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) …

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 …

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 …

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 ti…