§ 29–1301.05. Election of status.

(a) 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 § 29-308.01, a statement that the corporation is a benefit corporation. To be effective, the amendment must be adopted by at least the minimum status vote.

(b)(1) This subsection applies if all of the following apply:

(A) An entity that is not a benefit corporation is:

(i) A party to a merger or consolidation; or

(ii) The exchanging entity in a share exchange; and

(B) The surviving, new, or resulting entity in the merger, consolidation, or share exchange is to be a benefit corporation.

(2) To be effective, a plan of merger, consolidation or share exchange subject to this subsection must be adopted by at least the minimum status vote.