HB 6309 Summary

• Adds Chapter 9A to the Business Corporation Act to establish a framework for "benefit corporations" - corporations that pursue both profit and general/specific public benefits to society and the environment.

• Allows domestic corporations to adopt benefit corporation status through articles of incorporation amendment, requiring approval by a supermajority vote (2/3 of each share class) and permitting shareholder dissent rights.

• Requires benefit corporation directors and officers to consider effects of their actions on shareholders, employees, customers, communities, the environment, long-term interests, and the ability to accomplish public benefits - rather than solely maximizing shareholder profit.

• Restricts enforcement of benefit corporation duties to "benefit enforcement proceedings" brought directly by the corporation or derivatively by qualifying shareholders (2% ownership), directors, or other specified parties; protects directors from liability for good faith business judgments.

• Takes effect 90 days after enactment only if companion bills HB 6310, HB 6311, and HB 6312 are also enacted.