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GA HB1052
Bill
Status
Introduced
2/18/2016
Primary Sponsor
Scott Holcomb
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AI Summary
- Adds Article 18 to Georgia's business corporation code to establish "benefit corporations" — corporations whose articles of incorporation include a public benefit provision, defined as a positive effect on society, the environment, or communities in areas such as charitable, ecological, educational, scientific, or technological endeavors
- Allows benefit corporations to use "benefit corporation," "BC," "public benefit corporation," or "PBC" in their corporate name, and requires all stock certificates to conspicuously state the corporation's benefit corporation status
- Requires two-thirds shareholder approval (by each class or series, voting as separate groups) for a corporation to add, delete, or substantively modify a public benefit provision, or to engage in mergers, property transfers, or other major transactions that would change the entity's benefit corporation status
- Mandates that boards of directors consider the stated public benefit when managing the corporation and adopt performance standards, but shields directors from monetary liability for any failure to pursue or create the specified public benefit unless the articles of incorporation provide otherwise
- Requires benefit corporations to produce at least annual written reports to shareholders on public benefit performance — including objectives, standards, factual results, and an assessment — and grants shareholders a new right to dissent from actions adding or removing benefit corporation status
Legislative Description
Business corporations; provide for benefit corporations; provisions
Last Action
House Committee Favorably Reported By Substitute
2/25/2016
Full Bill Text
No bill text available