I. An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of RSA 293-A:2.02, a statement that the corporation is a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum status vote.
II. The following rules apply to a merger, interest exchange, or conversion:
(a) Except as provided in subparagraph (b), if a domestic entity that is not a benefit corporation is a party to a merger or conversion or is the exchanging entity in a share exchange and the surviving, new, or resulting entity in the merger, conversion, or share exchange is to be a benefit corporation, the plan of merger, conversion, or share exchange shall be approved by the domestic entity by at least the minimum status vote.
(b) Subparagraph (a) shall not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to RSA 293-A:11.05.