(a) A business corporation may become a benefit corporation under this
article by amending its certificate of incorporation so that it contains
a statement that the corporation is a benefit corporation. The amendment
shall not be effective unless it is adopted by at least the minimum
status vote.
(b) Any corporation that is not a benefit corporation that is a party
to a merger or consolidation in which the surviving or consolidated
corporation will be a benefit corporation must approve the plan of
merger or consolidation by at least the minimum status vote in addition
to any other vote required by this chapter, the certificate of
incorporation or the bylaws.
(c) Any corporation that is not a benefit corporation that is party to
a merger or consolidation in which shares of stock of such corporation
will be converted into a right to receive shares of stock of a benefit
corporation must approve the plan of merger or consolidation by at least
the minimum status vote in addition to any other vote required by this
chapter, the certificate of incorporation or the bylaws.
Structure New York Laws
Article 17 - Benefit Corporations
1701 - Application and Effect of Article.
1703 - Formation of Benefit Corporations.
1704 - Election of an Existing Business Corporation to Become a Benefit Corporation.
1705 - Termination of Benefit Corporation Status.