{"data":{"id":"us-ut/utah-code-16-10b-103","jurisdiction":"us-ut","citation":"Utah Code § 16-10b-103","heading":"Definitions.","body":"As used in this chapter:\n(1) \"Annual benefit report\" means a report required under Section 16-10b-401.\n(2) \"Benefit corporation\" means a business corporation:\n(a) that elects to become subject to this chapter; and\n(b) the status of which as a benefit corporation has not been terminated.\n(3) \"Benefit director\" means the director designated as the benefit director of a benefit corporation under Section 16-10b-302.\n(4) \"Benefit enforcement proceeding\" means a proceeding in a court of competent jurisdiction for:\n(a) failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose set forth in its articles of incorporation; or\n(b) a violation of an obligation, duty, or standard of conduct under this chapter.\n(5) \"Benefit officer\" means the individual designated as the benefit officer of a benefit corporation under Section 16-10b-304.\n(6) \"Business corporation\" means a corporation formed under Chapter 10a, Utah Revised Business Corporation Act, or Chapter 11, Professional Corporation Act.\n(7) \"Division\" means the Division of Corporations and Commercial Code.\n(8) \"Executive officer\" means:\n(a) a benefit corporation's president;\n(b) a vice president of the benefit corporation in charge of a principal business unit, division, or function; or\n(c) any other officer who performs a policy-making function for the benefit corporation.\n(9) \"General public benefit\" means a material positive impact on society and the environment:\n(a) taken as a whole;\n(b) assessed against a third-party standard; and\n(c) from the business of a benefit corporation.\n(10) \"Immediate family\" means a parent, spouse, surviving spouse, child, or sibling of a person.\n(11)\n(a) \"Independent\" means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation.\n(b) Serving as a benefit director or benefit officer does not make an individual not independent.\n(c) A material relationship between an individual and a benefit corporation or any of its subsidiaries will be conclusively presumed to exist if one or more of the following apply:\n(i) the individual is, or has been within the last three years, an employee other than a benefit officer of the benefit corporation or a subsidiary of the benefit corporation;\n(ii) an immediate family member of the individual is, or has been within the last three years, an executive officer other than a benefit officer of the benefit corporation or a subsidiary of the benefit corporation; or\n(iii) there is beneficial or record ownership of 5% or more of the outstanding shares of the benefit corporation, calculated as if all outstanding rights to acquire equity interests in the benefit corporation had been exercised, by:\n(A) the individual; or\n(B) an entity of which the individual is a director, an officer, or a manager, or in which the individual owns beneficially or of record 5% or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.\n(12) \"Minimum status vote\" means:\n(a) in the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:\n(i) the shareholders of every class or series may vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of a class or series; and\n(ii) the corporate action is required to be approved by vote of the shareholders of each class or series entitled to cast at least two-thirds of the votes that all shareholders of the class or series are entitled to cast on the action; or\n(b) in the case of a domestic entity other than a business corporation, in addition to any other required approval, vote, or consent, the satisfaction of the following conditions:\n(i) the holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity may vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of a class or series; and\n(ii) the action must be approved by vote or consent of the holders described in Subsection (12)(b)(i) entitled to cast at least two-thirds of the votes or consents that all of those holders are entitled to cast on the action.\n(13) \"Publicly traded corporation\" means a business corporation that has shares listed on a national securities exchange or traded in a market maintained by one or more members of a national securities association.\n(14) \"Specific public benefit\" includes:\n(a) providing low-income or underserved individuals or communities with beneficial products or services;\n(b) promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;\n(c) protecting or restoring the environment;\n(d) improving human health;\n(e) promoting the arts, sciences, or advancement of knowledge;\n(f) increasing the flow of capital to entities with a purpose to benefit society or the environment; and\n(g) conferring any other particular benefit on society or the environment.\n(15) \"Subsidiary\" means, in relation to a person, an entity in which the person owns beneficially or of record 50% or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.\n(16) \"Third-party standard\" means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that:\n(a) assesses the effect of the business and its operations upon the interests listed in Subsections 16-10b-301(1)(a)(ii), (iii), (iv), and (v);\n(b) is developed by an entity that is not controlled by the benefit corporation;\n(c) is developed by an entity that both:\n(i) has access to necessary expertise to assess overall corporate social and environmental performance; and\n(ii) uses a balanced multistakeholder approach to develop the standard, including a reasonable public comment period; or\n(d) makes the following information publicly available:\n(i) about the standard:\n(A) the criteria considered when measuring the overall social and environmental performance of a business; and\n(B) the relative weightings, if any, of those criteria; and\n(ii) about the development and revision of the standard:\n(A) the identity of the directors, officers, material owners, and the governing body of the entity that developed and controls revisions to the standard;\n(B) the process by which revisions to the standard and changes to the membership of the governing body are made; or\n(C) an accounting of the revenue and sources of financial support for the entity, with sufficient detail to disclose a relationship that could reasonably be considered to present a potential conflict of interest.","path":["Title 16 Corporations","Chapter 16-10b Benefit Corporation Act","Part 16-10b-1 General Provisions"],"source_url":"https://le.utah.gov/xcode/Title16/Chapter10b/16-10b-S103.html","current_through":"2026 General Session","vintage":"","retrieved_at":"2026-09-03T11:34:33Z","sha256":"574d458f7c609203f3bf8ec3e97628078f2d11b79fbce2b5a049462438a04117","source_id":"us-ut","stale":false,"prev":"us-ut/utah-code-16-10b-102","next":"us-ut/utah-code-16-10b-104"},"notice":"GroundRules: Original legal text. Not legal advice."}