HB 5867 Summary

• Adds Chapter 9A to Michigan's Business Corporation Act to establish "benefit corporations" - a new corporate structure allowing companies to pursue general and specific public benefits alongside profit-making activities.

• Requires benefit corporations to have articles of incorporation stating benefit corporation status, approved by a supermajority vote (2/3 of each share class), and allows shareholders who dissent to receive payment for their shares.

• Imposes duties on directors and officers to consider effects of their actions on shareholders, employees, customers, communities, the environment, and the corporation's ability to accomplish its stated public benefits, without requiring prioritization of any single stakeholder group.

• Establishes "benefit enforcement proceedings" that can be brought by the corporation itself, shareholders owning 2% of shares (or $2 million if publicly traded), directors, or majority parent company shareholders to enforce duties related to public benefit purposes; actions must be filed within 3 years of accrual or 2 years of discovery.

• Effective 90 days after enactment, but only if three related bills (HB 5868, HB 5869, and HB 5872) are also enacted into law.