§ 78B.110 — Procedure for existing corporation to become benefit corporation; procedure for merger, conversion or exchange resulting in formation of benefit corporation

1. A domestic corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that the articles of incorporation contain a statement that the domestic corporation is a benefit corporation. The amendment must be adopted by at least the minimum status vote. If the amendment is adopted, a shareholder of the corporation may, by complying with the provisions of NRS 92A.300 to 92A.500 , inclusive, require the corporation to purchase at their market value the shares owned by the shareholder which are dissenting shares in accordance with the procedures set forth in NRS 92A.300 to 92A.500 , inclusive, as if the adoption of the amendment were an action to which those provisions were applicable.
2. If a corporation that is not a benefit corporation is a constituent entity in a merger or is acquired in an exchange, and the surviving entity in the merger is to be a benefit corporation or the articles of incorporation of the acquired corporation are to be amended in the exchange to provide that the acquired corporation will be a benefit corporation, the merger or exchange, whichever is applicable, is not effective unless the plan of merger or exchange, whichever is applicable, is approved by the corporation by the minimum status vote.
3. If a domestic other business entity is a constituent entity in a merger and the surviving entity in the merger is to be a benefit corporation, the merger is not effective unless the plan of merger is approved by the domestic other business entity by at least the minimum status vote.
4. If a domestic other business entity is the constituent entity in a conversion in which the resulting entity will be a benefit corporation, the plan of conversion is not effective unless the conversion is approved by the converting entity by at least the minimum status vote.
5. As used in this section:
(a) “Constituent entity” has the meaning ascribed to it in NRS 92A.015 .
(b) “Domestic corporation” means a corporation organized and existing under chapter 78 , 78A or 89 of NRS, or a nonprofit cooperative corporation organized pursuant to NRS 81.010 to 81.160 , inclusive.
(c) “Domestic other business entity” means a limited-liability company organized and existing under chapter 86 of NRS, a limited partnership organized and existing under chapter 87A or 88 of NRS or a business trust organized and existing under chapter 88A of NRS.
(d) “Exchange” has the meaning ascribed to it in NRS 92A.050 .
(e) “Resulting entity” has the meaning ascribed to it in NRS 92A.090 .

Legislative History

(Added to NRS by 2013, 413 )