HB 124 — An Act relating to corporations, including benefit corporations, and other entities; and providing for an effective date.

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124(L&C)124(FIN) 01 "An Act relating to corporations, including benefit corporations, and other entities;

10.60.725.

Reliance by third parties.

(a) A person who, in good faith, 04 enters into a transaction with a benefit corporation may assume without inquiry that 05 the transaction, and each action or inaction by any director or officer of the benefit 06 corporation giving effect to the transaction, does not conflict with the benefit 07 corporation's general public benefit purpose or specific public benefit purpose.

08 (b) Nothing in this section exempts a covered financial institution from 09 identifying and verifying the beneficial owner of a legal entity that is a customer as 10 required under a federal or state law or regulation.

In this subsection, "covered 11 financial institution" has the meaning given in 31 C.F.R.

1010.605.

12 Sec.

A benefit corporation may not claim a tax 0413 exemption under AS 43.20 (Alaska Net Income Tax Act) if the tax exemption is not 0514 also available to corporations that are not benefit corporations.

0615 Sec.

The authorization under AS 10.60.010 to form 0716 a benefit corporation and the authorization under AS 10.60.040 for a benefit 0817 corporation to identify a specific public benefit purpose may not be interpreted to 0918 prevent a business entity that is formed under another law of this state from including 1019 in its general powers the consideration of, or donation to, the general public benefit or 1120 a specific public benefit.

1221 Article 8.

1322 Sec.

The department may adopt regulations under 1423 AS 44.62 (Administrative Procedure Act) to implement this chapter.

1524 Sec.

The 1625 existence of a provision of this chapter does not, by itself, suggest that a contrary or 1726 different rule of law applies to a business corporation that is not a benefit corporation.

1827 This chapter does not affect a statute or other law that applies to a business corporation 1928 that is not a benefit corporation.

2029 Sec.

Except as otherwise provided in this chapter, 2130 AS 10.06 applies to a benefit corporation.

A benefit corporation may be 2231 simultaneously subject to this chapter and AS 10.45.

The provisions of AS 10.06 and 23 AS 10.45 are subject to this chapter.

2402 Sec.

A provision of the articles of 2503 incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or 2604 supersede a provision of this chapter.

2705 Sec.

In this chapter, 2806 (1) "benefit corporation" means a business corporation that elects 2907 under AS 10.60.010 to become subject to this chapter;

3008 (2) "benefit director" means the director designated as the benefit 3109 director of a benefit corporation under AS 10.60.150;

10 (3) "benefit officer" means the individual designated as the benefit 0211 officer of a benefit corporation under AS 10.60.280;

0312 (4) "benefit report" means the benefit report required by AS 10.60.500;

0413 (5) "business corporation" means a corporation organized under 0514 AS 10.06 or AS 10.45;

0615 (6) "department" means the Department of Commerce, Community, 0716 and Economic Development;

0817 (7) "general public benefit" means a material positive effect on people 0918 and their surroundings, taken as a whole, assessed against a third-party standard;

1019 (8) "general public benefit purpose" means the public benefit purpose 1120 under AS 10.60.030;

1221 (9) "specific public benefit" means a benefit that serves a public 1322 welfare, religious, charitable, scientific, literary, or educational purpose, or another 1423 purpose beyond the strict interest of the shareholders of the benefit corporation;

1524 (10) "specific public benefit purpose" means a specific public benefit 1625 purpose that is identified as a public benefit purpose by a benefit corporation under 1726 AS 10.60.040(a) or (b);

1827 (11) "status change" means 1928 (A) an amendment of the articles of incorporation of a business 2029 corporation under AS 10.60.010(2);

2130 (B) the approval of a plan of merger, consolidation, conversion, 2231 or interest or share exchange under AS 10.60.020;

23 (C) an amendment of the articles of incorporation of a benefit 2402 corporation under AS 10.60.040(b);

2503 (D) the termination of benefit corporation status under 2604 AS 10.60.060;

or 2705 (E) a disposition of assets under AS 10.60.070;