N.Y. Business Corporation Law Section 1704
Election of an existing business corporation to become a benefit corporation

(a)

A business corporation may become a benefit corporation under this article by amending its certificate of incorporation so that it contains a statement that the corporation is a benefit corporation. The amendment shall not be effective unless it is adopted by at least the minimum status vote.

(b)

Any corporation that is not a benefit corporation that is a party to a merger or consolidation in which the surviving or consolidated corporation will be a benefit corporation must approve the plan of merger or consolidation by at least the minimum status vote in addition to any other vote required by this chapter, the certificate of incorporation or the bylaws.

(c)

Any corporation that is not a benefit corporation that is party to a merger or consolidation in which shares of stock of such corporation will be converted into a right to receive shares of stock of a benefit corporation must approve the plan of merger or consolidation by at least the minimum status vote in addition to any other vote required by this chapter, the certificate of incorporation or the bylaws.

Source: Section 1704 — Election of an existing business corporation to become a benefit corporation, https://www.­nysenate.­gov/legislation/laws/BSC/1704 (updated Sep. 22, 2014; accessed Oct. 18, 2025).

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Verified:
Oct. 18, 2025

Last modified:
Sep. 22, 2014

§ 1704. Election of an existing business corporation to become a benefit corporation's source at nysenate​.gov

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