OK HB1039

Establishes the Oklahoma Benefit Corporation Act, allowing business corporations and state banks/trust companies to incorporate as benefit corporations with a legal purpose of creating "general public benefit" and optional "specific public benefits" such as environmental protection, improving human health, or serving low-income communities

Requires benefit corporation directors to consider impacts on shareholders, employees, customers, community, environment, and the corporation's long-term interests when making decisions, rather than prioritizing shareholder value alone

Mandates a two-thirds supermajority vote by each class of shareholders to become a benefit corporation, terminate benefit corporation status, merge into a non-benefit entity, or sell substantially all assets

Limits personal liability for directors and officers acting in good faith on benefit-related decisions, and restricts lawsuits to "benefit enforcement proceedings" that can only be brought by the corporation, directors, or shareholders owning at least 2% of shares

Requires annual benefit statements to shareholders within 120 days of fiscal year end, reporting on objectives, standards, and progress in promoting public benefits, though third-party audits are not mandatory