Substitute Senate Bill 21 Summary

• Allows Ohio corporations to include one or more "beneficial purposes" in their articles of incorporation, enabling them to operate as benefit corporations focused on creating positive effects or reducing negative effects in artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological areas.

• Benefit corporations may pursue beneficial purposes while still seeking profit and distributing earnings, with no purpose having priority over others unless the articles specify otherwise.

• Prohibits publicly traded corporations (shares listed on national securities exchange or over-the-counter market) from amending articles to add a beneficial purpose if their initial articles did not include one.

• Limits liability for benefit corporations by preventing monetary damages claims for failure to achieve beneficial purposes and restricting enforcement actions to directors, shareholders holding 25% of shares, or shareholders with $2 million in market value (for public corporations).

• Amends corporate naming rules to allow the word "benefit" or "b-" prefix in corporation names only for benefit corporations or existing corporations with such names prior to the amendment's effective date.