1st Engrossment - 87th Legislature (2011 - 2012) Posted on 03/27/2012 11:00am
Engrossments | ||
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Introduction | Posted on 02/27/2012 | |
1st Engrossment | Posted on 03/27/2012 |
A bill for an act
relating to corporations; providing for incorporation of for-profit public benefit
corporations; proposing coding for new law as Minnesota Statutes, chapter 304A.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
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This chapter may be cited as the "Minnesota Public Benefit Corporation Act."
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For purposes of this chapter, the terms defined in this
section have the meanings given.
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"Best interests of the corporation"
means those goals and objectives that are reasonably believed to provide for long-term
public benefit or to advance one or more interests of stakeholders.
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"Public benefit" means providing public goods,
improvements, and advantages for the well-being of the general public in local, state,
national, or world communities through for-profit business undertakings.
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"Stakeholder" means:
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(1) a shareholder;
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(2) an employee;
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(3) a customer;
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(4) a community of interest identified in the bylaws or articles of incorporation; or
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(5) a creditor.
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Chapter 302A, including its definitions, applies to corporations incorporated or
governed under this chapter, except as otherwise provided in this chapter or where chapter
302A conflicts with this chapter.
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(a) A for-profit corporation may be incorporated under this chapter to pursue one or
more modes of public benefit as stated in its articles of incorporation.
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(b) The secretary of state shall maintain incorporation records in a manner that
clearly distinguishes public benefit corporations incorporated under this chapter.
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(c) A corporation incorporated under this chapter shall include as part of its corporate
name the phrase "public benefit corporation" or the abbreviation "PBC."
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(a) A director or officer of a public benefit corporation
shall discharge the duties of the position in a manner the director or officer reasonably
believes to be in the best interests of the corporation, as defined in section 304A.02.
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(b) Subject to the best interests of the corporation standard under paragraph (a),
section 302A.251, subdivisions 1 to 4, apply to directors and section 302A.361 applies
to officers of a public benefit corporation.
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Nothing in this chapter creates liability to, or a cause of action in
favor of, a person other than the corporation or a shareholder.
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The board of a public benefit corporation shall
provide opportunities for engagement and advisory input from stakeholders other than
shareholders, such as regular stakeholder meetings scheduled by the board of a Web site or
e-mail listserve provided by the corporation for communication among those stakeholders
and between those stakeholders and the officers and directors.
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A public benefit corporation shall produce
and publish an annual report to the public on its financial condition and describing its
efforts with respect to achieving public benefit and engaging with material stakeholder
interests. If the corporation is a publicly held corporation, as defined in section 302A.011,
subdivision 40, the corporation shall produce and publish the annual public interest report
at the same time as it files its annual financial report required under federal securities laws.
The public interest report must summarize the corporation's actions undertaken within the
preceding year that benefit the public interest and stakeholders other than shareholders and
must describe how the corporation takes into account those interests.
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