New Hampshire Revised Statutes 293-C:4 – Election of Benefit Corporation Status
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I. 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 N.H. Rev. Stat. § 293-A:2.02, a statement that the corporation is a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum status vote.
II. The following rules apply to a merger, interest exchange, or conversion:
(a) Except as provided in subparagraph (b), if a domestic entity that is not a benefit corporation is a party to a merger or conversion or is the exchanging entity in a share exchange and the surviving, new, or resulting entity in the merger, conversion, or share exchange is to be a benefit corporation, the plan of merger, conversion, or share exchange shall be approved by the domestic entity by at least the minimum status vote.
(b) Subparagraph (a) shall not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to N.H. Rev. Stat. § 293-A:11.05.
II. The following rules apply to a merger, interest exchange, or conversion:
Terms Used In New Hampshire Revised Statutes 293-C:4
- 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.
- 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.
- following: when used by way of reference to any section of these laws, shall mean the section next preceding or following that in which such reference is made, unless some other is expressly designated. See New Hampshire Revised Statutes 21:13
(a) Except as provided in subparagraph (b), if a domestic entity that is not a benefit corporation is a party to a merger or conversion or is the exchanging entity in a share exchange and the surviving, new, or resulting entity in the merger, conversion, or share exchange is to be a benefit corporation, the plan of merger, conversion, or share exchange shall be approved by the domestic entity by at least the minimum status vote.
(b) Subparagraph (a) shall not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to N.H. Rev. Stat. § 293-A:11.05.