Title 11A, Title 11A: Vermont Business Corporations

§ 21.03. Definitions (a) As used in this chapter: (1) “Benefit corporation” means a corporation as defined in section 1.40 of this title whose articles of incorporation include the statement “This corporation is a benefit corporation.” (2) “Benefit director” means: (A) a director…

§ 21.04. Incorporation of a benefit corporation A benefit corporation shall be formed in accordance with sections 2.01, 2.02, 2.03, and 2.05 of this title, except that its articles of incorporation shall also contain the provision required by subdivision 21.03(a)(1) of this title…

§ 21.05. Election of existing corporation to become a benefit corporation Any corporation organized under this title may become a benefit corporation by amending its articles of incorporation to add the statement required by subdivision 21.03(a)(1) of this title to meet the defin…

§ 21.06. Merger and share exchange (a) A plan of merger or share exchange that if effected would terminate the benefit corporation status of a corporation shall be adopted and shall become effective in accordance with chapter 11 of this title, except that: (1) the notice of the m…

§ 21.07. Termination of benefit corporation status by amendment of articles of incorporation; vote required A 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 re…

§ 21.08. Corporate purpose (a) A benefit corporation shall have the purpose of creating general public benefit. This purpose is in addition to, and may be a limitation on, the purposes of the benefit corporation under subsection 3.01(a) of this title. (b) The articles of incorpor…

§ 21.09. Standard of conduct for directors (a) Each director of a benefit corporation, in discharging his or her duties as a director, including the director’s duties as a member of a committee: (1) shall, in determining what the director reasonably believes to be in the best int…

§ 21.10. Benefit director (a) Except as provided in subsection (e) of this section, the board of directors of a benefit corporation shall include at least one director who shall be designated a “benefit director” and shall have, in addition to all of the powers, duties, rights, a…

§ 21.11. Standard of conduct for officers (a) An officer of a benefit corporation shall consider the interests and factors described in subsection 21.09(a) of this title in the manner provided in that subsection when: (1) the officer has discretion in how to act or not act with r…

§ 21.12. Benefit officer A benefit corporation may have an officer designated the “benefit officer” who shall have the authority and shall perform the duties in the management of the benefit corporation relating to the purpose of the corporation to create public benefit as set fo…

§ 21.13. Right of action (a) The duties of directors and officers under this chapter and the general and specific public benefit purposes of a benefit corporation may be enforced only in a benefit enforcement proceeding, and no person may bring such an action or claim against a b…

§ 21.14. Annual benefit report (a) A benefit corporation shall deliver to each shareholder, in a format approved by the directors, an annual benefit report, which shall include: (1)(A) a statement of the specific goals or outcomes identified by the benefit corporation for creatin…