HB 13-1138 Summary

• Establishes the "Public Benefit Corporation Act of Colorado" allowing for-profit corporations and domestic cooperatives to organize as public benefit corporations that balance shareholder profits with specific public benefits identified in their articles of incorporation.

• Requires public benefit corporation names to include "Public Benefit Corporation," "P.B.C.," or "PBC" and mandates share certificates and statements note the corporation's public benefit status.

• Imposes two-thirds shareholder approval requirement for converting non-public benefit corporations into public benefit corporations or merging with public benefit corporations, with shareholders having dissenter rights.

• Directs public benefit corporation boards to balance shareholder interests, the interests of those materially affected by corporate conduct, and the identified public benefit; provides liability protections for director decisions that are informed and disinterested.

• Requires public benefit corporations to prepare annual benefit reports assessing social and environmental performance against third-party standards and make reports available to shareholders and the public; appropriates $91,760 for implementation.