HB 545 Summary

• Permits corporations to establish "beneficial purposes" (seeking positive effects or reducing negative effects on persons, entities, communities, or interests beyond shareholders) by expressly stating them in articles of incorporation.

• Allows benefit corporations to pursue beneficial purposes alongside profit-making activities without either purpose taking priority unless the articles specify otherwise.

• Establishes that directors of benefit corporations owe no duty to beneficiaries of beneficial purposes based solely on their beneficiary status, and limits liability for failure to achieve beneficial purposes.

• Permits equitable remedies (injunction, specific performance) for failure to seek or comply with beneficial purposes, enforceable by directors, certain shareholders, or others authorized in the articles.

• Restricts corporate names to prevent use of "benefit" or "b-" prefix unless the corporation is actually a benefit corporation or previously had such a name.