1. (1) A person may form a benefit company in accordance with Chapter 20, Utah Revised Uniform Limited Liability Company Act, except the certificate of organization shall state that the limited liability company is a benefit company.

2. (2)

   1. (a) A limited liability company may elect to become a benefit company by amending, in accordance with Section 16-20-202, the limited liability company's certificate of organization to contain a statement that the limited liability company is a benefit company.
   2. (b) An amendment described in Subsection (2)(a) is not effective unless the amendment is adopted by at least the minimum status vote.
3. (3) If an entity that is not a benefit company is a party to a merger or is the exchanging entity in an interest exchange, and the surviving entity in the merger or interest exchange is a benefit company, the merger or interest exchange is not effective unless the merger or interest exchange is adopted by the entity by at least the minimum status vote.

4. (4)

   1. (a) A benefit company may terminate the benefit company's status as a benefit company and cease to be subject to this chapter by amending the benefit company's certificate of organization in accordance with Section 16-20-202 to delete the provision described in Subsection (1) or (2) that states that the limited liability company is a benefit company.
   2. (b) An amendment described in Subsection (4)(a) is not effective unless the amendment is adopted by at least the minimum status vote.

5. (5)

   1. (a) If a proposed merger or interest exchange would have the effect of terminating a benefit company's status as a benefit company, the merger or interest exchange is not effective unless the merger or interest exchange is adopted by at least the minimum status vote.
   2. (b) Unless the transaction is in the usual and regular course of the benefit company's business, a sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit company is not effective unless the transaction is approved by at least the minimum status vote.

Renumbered and Amended by Chapter 92, 2026 General Session