FL S1274

Creates two new corporate structures in Florida: "social purpose corporations" and "benefit corporations," each with their own statutory framework requiring articles of incorporation to identify the new status.

Grants shareholders appraisal rights when corporations amend articles to become (or terminate as) social purpose or benefit corporations, or when such corporations undergo mergers, conversions, or share exchanges.

Requires both corporation types to have a primary purpose of creating public benefit (social purpose) or general public benefit (benefit), in addition to traditional corporate purposes, and mandates annual benefit reports sent to shareholders within 120 days of fiscal year-end and posted on websites for 3 years.

Establishes modified fiduciary duties for directors and officers that permit consideration of stakeholder interests (employees, environment, community) beyond shareholders, and allows designation of independent "benefit directors" and "benefit officers" to oversee public benefit compliance.

Limits legal liability: neither the corporations nor their directors/officers face monetary damages for failure to achieve public benefits, and benefit enforcement proceedings may only be brought by the corporation itself or by certain shareholders and other specified parties.