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MI SB0667

Bill

Status

Engrossed

12/13/2024

Primary Sponsor

Sean McCann

Click for details

Origin

Senate

102nd Legislature

AI Summary

  • Establishes "benefit corporations" as a new type of domestic corporation that pursues general public benefit (material positive impact on society and environment) measured by third-party standards, in addition to shareholder profit.

  • Allows benefit corporations to be formed under the Business Corporation Act and permits existing corporations to convert to benefit corporation status through amendment of articles of incorporation approved by a supermajority shareholder vote (two-thirds of each class).

  • Expands duties of benefit corporation directors and officers to consider effects of corporate actions on shareholders, employees, customers, communities, environment, and the corporation's ability to achieve its public benefit purposes, without requiring prioritization of any single stakeholder group.

  • Limits enforcement of benefit corporation duties and public benefit purposes to "benefit enforcement proceedings" that may be brought directly by the corporation or derivatively by shareholders owning 2% of outstanding shares, directors, or persons owning 5% of parent company voting power.

  • Permits benefit corporations to use "benefit corporation," "benefit company," or "B.C." in their corporate name instead of traditional corporate designations, and prohibits conversion of benefit corporations into other business organizations.

Legislative Description

Businesses: business corporations; benefit corporations; authorize formation and establish duties of officers and directors. Amends secs. 105, 106, 131, 202, 211, 745, 746 & 762 of 1972 PA 284 (MCL 450.1105 et seq.) & adds ch. 9A. TIE BAR WITH: SB 0666'23

Businesses: business corporations

Last Action

Referred To Committee On Government Operations

12/13/2024

Committee Referrals

Government Operations12/13/2024
Finance, Insurance, And Consumer Protection11/9/2023

Full Bill Text

No bill text available