MS HB38

Creates the "Mississippi Benefit Corporation Act" allowing businesses to incorporate or convert to benefit corporation status, requiring a purpose of creating general public benefit assessed against third-party standards.

Benefit corporations must consider effects on shareholders, employees, customers, communities, environment, and long-term interests; directors and officers are protected from liability for failure to pursue public benefits except in derivative proceedings.

Requires benefit corporations to designate an independent benefit director and may designate a benefit officer; benefit director must prepare annual reports on pursuit of public benefit purposes.

Mandates annual benefit reports including narrative description of public benefit pursued, assessment against third-party standards, benefit director statement, and director compensation; reports must be sent to shareholders and filed with Secretary of State for $25 fee.

Allows existing business corporations to become benefit corporations by amending articles of incorporation with approval of at least two-thirds of voting shareholders; benefit corporation status may be terminated by similar vote; effective July 1, 2020.