HI HB1638

Authorizes the creation of "public benefit corporations" in Hawaii that operate for both profit and to create general and specific public benefits for society and the environment alongside shareholder returns.

Requires public benefit corporations to have a "benefit director" who is independent and must assess annually whether the corporation acted in accordance with its public benefit purposes and whether directors and officers complied with required standards of conduct.

Directors and officers of public benefit corporations must consider the effects of their decisions on shareholders, employees, customers, communities, the environment, and the corporation's ability to accomplish its public benefit purposes, rather than focusing solely on shareholder profit maximization.

Mandates annual benefit reports delivered to shareholders and filed with the Department of Commerce and Consumer Affairs, including assessments using third-party standards, compensation disclosures, and a statement from the benefit director on compliance with public benefit purposes.

Establishes that public benefit purposes can only be enforced through "benefit enforcement proceedings" brought directly by the corporation or derivatively by shareholders, directors, or other designated parties; provides penalties including fines up to $100 per day for failure to file required reports and potential administrative dissolution after two years of non-compliance.