MO HB1956

Establishes a new framework in Missouri law (sections 351.1400-351.1435) allowing corporations to elect status as "benefit corporations" that must pursue both general public benefit and optional specific public benefits, in addition to shareholder profit.

Requires benefit corporations to have a "benefit director" (mandatory for publicly traded corporations, optional for others) who must be independent and prepare annual opinions on whether the corporation fulfilled its public benefit purposes and complied with director/officer duties.

Mandates annual benefit reports to shareholders assessing the corporation's social and environmental performance against a third-party standard, including narrative descriptions of public benefit pursuit, circumstances hindering benefit creation, and details about the benefit director and officers.

Protects directors and officers from personal liability for failure to pursue public benefits, but allows shareholders owning at least 2% of shares, directors, or larger equity holders to bring enforcement proceedings directly or derivatively for violations of benefit corporation obligations.

Requires two-thirds shareholder vote (minimum status vote) to establish, amend, terminate, or merge benefit corporation status, and permits professional corporations to operate as benefit corporations without violating professional licensing requirements.