HB 544 Summary

• Creates the "Mississippi Benefit Corporation Act" allowing corporations to elect benefit corporation status to pursue general public benefit and specific public benefits alongside traditional business purposes.

• Requires benefit corporations to have independent benefit directors (except in professional corporations) and optional benefit officers responsible for monitoring compliance with public benefit purposes and preparing annual benefit reports.

• Mandates annual benefit reports assessed against third-party standards, detailing pursuit of general and specific public benefits, and requires distribution to shareholders with filing to Secretary of State for $25.00 fee.

• Limits personal liability of benefit corporation directors and officers for failure to pursue public benefits and restricts benefit enforcement proceedings to direct actions by the corporation, derivative actions by specified shareholders (2% ownership threshold) or directors, or actions by parent entity shareholders (5% ownership).

• Requires supermajority vote (two-thirds) of affected shareholders to adopt, amend, or terminate benefit corporation status, and applies Mississippi Business Corporation Act provisions to benefit corporations except where this act provides otherwise.