Bill Summary for H 440 (2013-2014)

Summary date: 

May 8 2013

Bill Information:

View NCGA Bill Details2013-2014 Session
House Bill 440 (Public) Filed Tuesday, March 26, 2013
A BILL TO BE ENTITLED AN ACT TO ENACT THE NORTH CAROLINA BENEFIT CORPORATION ACT.
Intro. by McGrady, Daughtry, Harrison, Bryan.

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Bill summary

House committee substitute makes the following changes to the 1st edition.

Amends GS 55-18-21, Transition to benefit corporation status, providing that an existing domestic corporation can become a benefit corporation after amending its articles of incorporation. Such an amendment under this subsection must be approved by the affirmative vote of 90% of the outstanding shares or each class and series of stock of the corporation, voting as separate voting groups, regardless of any limitation in the corporation's articles of incorporation or bylaws of the voting rights of such class or series (previously, only required such an amendment to be approved as required in GS 55-18-23).  Similarly, if a corporation or other entity that is not a benefit corporation is a party to a merger, conversion, or share exchange, with the resulting entity to become a benefit corporation, the plan of merger, conversion, or share exchange must also be approved by the affirmative vote of 90% of the outstanding shares or each class and series of stock of the corporation, voting as separate voting groups, regardless of any limitation in the corporation's articles of incorporation or bylaws of the voting rights of such class or series (previously, only required such an amendment to be approved as required in GS 55-18-23).

Amends GS 55-13-02(a)(4), providing that the occurrence of an amendment to the articles of incorporation, changing the corporation into a benefit corporation, is a corporate action that entitles a shareholder to appraisal rights and payment of the fair value of that shareholder's shares.

 

 

 

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