Your company can meet the legal requirement for B Corp Certification by electing benefit corporation status, which is the best way to ensure that the values of your company are maintained over time. Benefit corporation is an opt-in legal status administered by the Secretary of State. Existing companies can elect to become benefit corporations by amending their governing documents. In some states, this amendment requires a 2/3 supermajority vote of all shareholders. The procedure for filing amendments with the state is identical to that followed for any other corporate structures with the addition of a statement that the company is a benefit corporation.
A Nebraska benefit corporation is incorporated in accordance with the Business Corporation Act (Neb Rev. Stat. §§ 21-2001 to 21-20,197). In addition to the requirements specified in the Business Corporation Act, the Articles of Incorporation must also state that it is a benefit corporation. An existing business corporation may become a benefit corporation by amending its articles of incorporation so that they contain a statement that the corporation is a benefit corporation. The amendment must be adopted by at least the minimum status vote (See Neb. Rev. Stat. Sec. 21-403 for a definition of minimum status vote).
The Business Corporation Act is generally applicable to all benefit corporations including the filing of a biennial occupation tax report with the Nebraska Secretary of State. In addition, the benefit corporation is required to prepare an annual benefit report which is distributed to its shareholders and filed with the Secretary of State.
Requirements for Nebraska Benefit Corporations
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