NC H534

Establishes the North Carolina Benefit Corporation Act, allowing domestic corporations to incorporate as or transition to "benefit corporations" with purposes including creating general public benefit and specific public benefits to society and the environment.

Requires benefit corporations to have a benefit director (mandatory for public corporations, optional for others) who is an independent person and must prepare annual opinions on whether the corporation pursued its public benefit purposes and complied with director duties.

Directors of benefit corporations must consider effects of their decisions on shareholders, employees, customers, local communities, the environment, long-term interests, and the corporation's ability to accomplish its public benefit purposes, rather than solely maximizing shareholder value.

Requires annual benefit reports to shareholders detailing pursuit of public benefit purposes, social and environmental performance measured by third-party standards, director compensation, major shareholders, and the benefit director's assessment.

Limits enforcement of benefit corporation duties to "benefit enforcement proceedings" that may be brought by the corporation itself, shareholders owning 5% or more of shares, directors, or persons owning 5% or more of parent entity equity; creates heightened voting requirements of 66⅔% approval for transitions to or from benefit corporation status.