Skip to main content Skip to office menu Skip to footer
Capital IconMinnesota Legislature

HF 2499

1st Engrossment - 87th Legislature (2011 - 2012) Posted on 03/27/2012 11:00am

KEY: stricken = removed, old language.
underscored = added, new language.

Current Version - 1st Engrossment

Line numbers 1.1 1.2 1.3 1.4
1.5 1.6
1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.20 1.21
1.22 2.1 2.2 2.3
2.4 2.5 2.6 2.7 2.8 2.9 2.10
2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20
2.21 2.22 2.23 2.24 2.25 2.26 2.27 2.28 2.29 2.30 2.31 2.32 2.33 3.1 3.2

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:

Section 1.

new text begin [304A.01] CITATION.
new text end

new text begin This chapter may be cited as the "Minnesota Public Benefit Corporation Act."
new text end

Sec. 2.

new text begin [304A.02] DEFINITIONS.
new text end

new text begin Subdivision 1. new text end

new text begin Applicability. new text end

new text begin For purposes of this chapter, the terms defined in this
section have the meanings given.
new text end

new text begin Subd. 2. new text end

new text begin Best interests of the corporation. new text end

new text begin "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.
new text end

new text begin Subd. 3. new text end

new text begin Public benefit. new text end

new text begin "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.
new text end

new text begin Subd. 4. new text end

new text begin Stakeholder. new text end

new text begin "Stakeholder" means:
new text end

new text begin (1) a shareholder;
new text end

new text begin (2) an employee;
new text end

new text begin (3) a customer;
new text end

new text begin (4) a community of interest identified in the bylaws or articles of incorporation; or
new text end

new text begin (5) a creditor.
new text end

Sec. 3.

new text begin [304A.03] RELATIONSHIP TO OTHER LAW.
new text end

new text begin 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.
new text end

Sec. 4.

new text begin [304A.04] INCORPORATION.
new text end

new text begin (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.
new text end

new text begin (b) The secretary of state shall maintain incorporation records in a manner that
clearly distinguishes public benefit corporations incorporated under this chapter.
new text end

new text begin (c) A corporation incorporated under this chapter shall include as part of its corporate
name the phrase "public benefit corporation" or the abbreviation "PBC."
new text end

Sec. 5.

new text begin [304A.05] STANDARD OF CONDUCT; BEST INTERESTS OF
CORPORATION.
new text end

new text begin Subdivision 1. new text end

new text begin Standard. new text end

new text begin (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.
new text end

new text begin (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.
new text end

new text begin Subd. 2. new text end

new text begin Liability. new text end

new text begin Nothing in this chapter creates liability to, or a cause of action in
favor of, a person other than the corporation or a shareholder.
new text end

Sec. 6.

new text begin [304A.06] STAKEHOLDER ENGAGEMENT.
new text end

new text begin Subdivision 1. new text end

new text begin Stakeholder impact. new text end

new text begin 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.
new text end

new text begin Subd. 2. new text end

new text begin Public interest reports. new text end

new text begin 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.
new text end