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SD HB1154
Bill
Status
1/27/2026
Primary Sponsor
Erik Muckey
Click for details
AI Summary
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Creates a new corporate structure allowing for-profit corporations to pursue public benefits (artistic, charitable, environmental, educational, etc.) alongside shareholder profits, with two types: general benefit corporations (GBC) impacting society broadly and specific benefit corporations (SBC) targeting particular communities or causes
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Requires a two-thirds shareholder vote ("minimum status vote") to become, merge into, or terminate status as a public benefit corporation, with dissenting shareholders entitled to fair value payment for their shares
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Mandates annual benefit reports filed with the Secretary of State by April 1 with a $50 fee, including third-party standard assessments and CEO certification; failure to file results in automatic revocation of public benefit status with a $300 reinstatement fee available within 30 days
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Directors must balance stockholder financial interests, stakeholder interests, and the stated public benefit purpose; corporations cannot be held liable for monetary damages for failing to achieve public benefits, though courts may order status termination, director removal, or receiver appointment
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Effective July 1, 2027; corporations that terminate or have status revoked more than once cannot re-elect public benefit status for three years
Legislative Description
Establish public benefit corporations in South Dakota.
Fees
Last Action
Judiciary Deferred to the 41st legislative day, Passed, YEAS 11, NAYS 0. H.J. 9
2/4/2026