CA SB1301

Renames the "Corporate Flexibility Act of 2011" to the "Social Purpose Corporations Act" and renames "flexible purpose corporations" to "social purpose corporations"

Increases shareholder approval requirement for business associations to incorporate under the act from a majority to two-thirds affirmative vote of outstanding voting shares

Requires directors to consider the overall prospects of the corporation, shareholders' interests, and the corporation's stated purposes; allows shareholders to maintain derivative lawsuits to enforce this requirement

Allows existing flexible purpose corporations formed before January 1, 2015, to elect to change their status to social purpose corporations by amending articles of incorporation

Adds dissenters' rights for shareholders in status changes, mergers, and conversions; establishes annual reporting requirements including management discussion and analysis of the corporation's social purposes