Arizona Laws 10-2404. Election of benefit corporation status
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 section 10-202, a statement that the corporation is a benefit corporation. In order to be effective, the amendment must be adopted by at least the supermajority status vote.
Terms Used In Arizona Laws 10-2404
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
- Benefit corporation: means a corporation that both:
(a) Has elected to become subject to this chapter. See Arizona Laws 10-2402
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Entity: includes a corporation, foreign corporation, not for profit corporation, profit and not for profit unincorporated association, nonprofit corporation, close corporation, corporation sole or limited liability company, a professional corporation, association or limited liability company, a business trust, estate, partnership, registered limited liability partnership, trust or joint venture, two or more persons having a joint or common economic interest, any person other than an individual and a state, the United States and a foreign government. See Arizona Laws 10-140
- Supermajority status vote: means :
(a) For a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:
(i) The shareholders of every class or series are entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series. See Arizona Laws 10-2402
- Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
B. If an entity that is not a benefit corporation is a party to a merger or the acquired entity in a share exchange, and the surviving or acquired entity in the merger or share exchange is to be a benefit corporation, the plan of merger or share exchange must be adopted by at least the supermajority status vote.