(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 statement that the corporation is a benefit corporation. To be effective, the amendment must be adopted by at least the minimum status vote.
(2)(a) Except as provided in Subsection (2)(b), if a domestic entity that is not a
benefit corporation is a party to a merger or the exchanging entity in a share exchange
and the surviving entity in the merger or share exchange is to be a benefit corporation,
the plan of merger or share exchange must be approved by the domestic entity by at
least the minimum status vote.
(b) Subsection (2)(a) does 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 Section 16-10a-1104.
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