HF 2499

as introduced - 87th Legislature (2011 - 2012) Posted on 02/27/2012 01:04pm

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 directly or indirectly
through for-profit business undertakings public goods and improvements and advantages
for the general public well-being of local, state, national, or world communities.
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; 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 reasonable constructive opportunities for stakeholder engagement with
the corporation, its officers, and its board.
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 make an annual
report to the public on its financial condition and describing its efforts with respect to
achieving public benefit and constructively engaging with material stakeholder interests.
new text end