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NY S07855

Bill

Status

Engrossed

6/16/2010

Primary Sponsor

Neil Breslin

Click for details

Origin

Senate

2009-2010 General Assembly

AI Summary

  • Establishes "benefit corporations" as a new business entity type in New York that must create a "general public benefit" (material positive impact on society and environment) measured by third-party standards, in addition to traditional corporate purposes.

  • Allows existing business corporations to elect benefit corporation status or new corporations to form as benefit corporations by amending their certificate of incorporation, requiring approval by shareholders of each class/series holding at least three-quarters of voting power (minimum status vote).

  • Requires benefit corporation directors to consider effects of actions on public benefit purposes, shareholders, employees, suppliers, customers, communities, environment, and long-term corporate interests, without prioritizing any single stakeholder group unless the corporation specifies a specific public benefit priority.

  • Mandates annual benefit reports to shareholders within 120 days of fiscal year end, including narratives on general and specific public benefit pursued, third-party performance assessments, director compensation, and identification of five-percent-plus shareholders; most recent report must be posted on company website (excluding compensation and proprietary information).

  • Allows benefit corporations to be terminated by amendment to certificate of incorporation with minimum status vote; Secretary of State may declare forfeiture of benefit status if corporation fails to file benefit report for two years, with automatic reinstatement upon subsequent filing.

Legislative Description

Authorizes the incorporation of benefit corporations and provides for the public benefit to be created by benefit corporations, for the election and termination of the status of a benefit corporation, for the standards of conduct for directors and officers of a benefit corporation, and for the preparation and distribution of an annual benefit report by a benefit corporation.

Last Action

referred to corporations, authorities and commissions

6/28/2010

Committee Referrals

Corporations, Authorities and Commissions6/16/2010
Rules6/15/2010
Corporations, Authorities and Commissions5/17/2010

Full Bill Text

No bill text available