Bill Text: MN SF1572 | 2011-2012 | 87th Legislature | Engrossed
Bill Title: Minnesota Public Benefit Corporation Act
Spectrum: Bipartisan Bill
Status: (Introduced - Dead) 2012-03-19 - Second reading [SF1572 Detail]
Download: Minnesota-2011-SF1572-Engrossed.html
1.2relating to corporations; providing for incorporation of for-profit public benefit
1.3corporations;proposing coding for new law as Minnesota Statutes, chapter 304A.
1.4BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
1.5 Section 1. [304A.01] CITATION.
1.6This chapter may be cited as the "Minnesota Public Benefit Corporation Act."
1.7 Sec. 2. [304A.02] DEFINITIONS.
1.8 Subdivision 1. Applicability. For purposes of this chapter, the terms defined in this
1.9section have the meanings given.
1.10 Subd. 2. Best interests of the corporation. "Best interests of the corporation"
1.11means those goals and objectives that are reasonably believed to provide for long-term
1.12public benefit or to advance one or more interests of stakeholders.
1.13 Subd. 3. Public benefit. "Public benefit" means providing public goods,
1.14improvements, and advantages for the well-being of the general public in local, state,
1.15national, or international communities through for-profit business undertakings.
1.16 Subd. 4. Stakeholder. "Stakeholder" means:
1.17(1) a shareholder;
1.18(2) an employee;
1.19(3) a customer;
1.20(4) a community of interest identified in the bylaws or articles of incorporation; or
1.21(5) a creditor.
1.22 Sec. 3. [304A.03] RELATIONSHIP TO OTHER LAW.
2.1Chapter 302A, including its definitions, applies to corporations incorporated or
2.2governed under this chapter, except as provided in sections 304A.04 and 304A.05.
2.3 Sec. 4. [304A.04] INCORPORATION.
2.4(a) A for-profit corporation may be incorporated under this chapter to pursue one or
2.5more modes of public benefit as stated in its articles of incorporation.
2.6(b) The secretary of state shall maintain incorporation records in a manner that
2.7clearly distinguishes public benefit corporations incorporated under this chapter.
2.8(c) A corporation incorporated under this chapter shall include as part of its corporate
2.9name the phrase "public benefit corporation" or the abbreviation "PBC."
2.10 Sec. 5. [304A.05] STANDARD OF CONDUCT; BEST INTERESTS OF
2.11CORPORATION.
2.12 Subdivision 1. Standard. (a) A director or officer of a public benefit corporation
2.13shall discharge the duties of the position in a manner the director or officer reasonably
2.14believes to be in the best interests of the corporation, as defined in section 304A.02.
2.15(b) Subject to the best interests of the corporation standard under paragraph (a),
2.16section 302A.251, subdivisions 1 to 4, apply to directors and section 302A.361 applies
2.17to officers of a public benefit corporation.
2.18 Subd. 2. Liability. Nothing in this chapter creates liability to, or a cause of action in
2.19favor of, a person other than the corporation or a shareholder.
2.20 Sec. 6. [304A.06] STAKEHOLDER ENGAGEMENT.
2.21 Subdivision 1. Stakeholder impact. The board of a public benefit corporation shall
2.22provide opportunities for engagement and advisory input from stakeholders other than
2.23shareholders, such as regular stakeholder meetings scheduled by the board or a Web site or
2.24e-mail listserve provided by the corporation for communication among those stakeholders
2.25and between those stakeholders and the officers and directors.
2.26 Subd. 2. Public interest reports. A public benefit corporation shall produce
2.27and publish an annual report to the public on its financial condition and describing its
2.28efforts with respect to achieving public benefit and engaging with material stakeholder
2.29interests. If the corporation is a publicly held corporation, as defined in section 302A.011,
2.30subdivision 40, the corporation shall produce and publish the annual public interest report
2.31at the same time as it files its annual financial report required under federal securities laws.
2.32The public interest report must summarize the corporation's actions undertaken within the
3.1preceding year that benefit the public interest and stakeholders other than shareholders and
3.2must describe how the corporation takes into account those interests.
1.3corporations;proposing coding for new law as Minnesota Statutes, chapter 304A.
1.4BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
1.5 Section 1. [304A.01] CITATION.
1.6This chapter may be cited as the "Minnesota Public Benefit Corporation Act."
1.7 Sec. 2. [304A.02] DEFINITIONS.
1.8 Subdivision 1. Applicability. For purposes of this chapter, the terms defined in this
1.9section have the meanings given.
1.10 Subd. 2. Best interests of the corporation. "Best interests of the corporation"
1.11means those goals and objectives that are reasonably believed to provide for long-term
1.12public benefit or to advance one or more interests of stakeholders.
1.13 Subd. 3. Public benefit. "Public benefit" means providing public goods,
1.14improvements, and advantages for the well-being of the general public in local, state,
1.15national, or international communities through for-profit business undertakings.
1.16 Subd. 4. Stakeholder. "Stakeholder" means:
1.17(1) a shareholder;
1.18(2) an employee;
1.19(3) a customer;
1.20(4) a community of interest identified in the bylaws or articles of incorporation; or
1.21(5) a creditor.
1.22 Sec. 3. [304A.03] RELATIONSHIP TO OTHER LAW.
2.1Chapter 302A, including its definitions, applies to corporations incorporated or
2.2governed under this chapter, except as provided in sections 304A.04 and 304A.05.
2.3 Sec. 4. [304A.04] INCORPORATION.
2.4(a) A for-profit corporation may be incorporated under this chapter to pursue one or
2.5more modes of public benefit as stated in its articles of incorporation.
2.6(b) The secretary of state shall maintain incorporation records in a manner that
2.7clearly distinguishes public benefit corporations incorporated under this chapter.
2.8(c) A corporation incorporated under this chapter shall include as part of its corporate
2.9name the phrase "public benefit corporation" or the abbreviation "PBC."
2.10 Sec. 5. [304A.05] STANDARD OF CONDUCT; BEST INTERESTS OF
2.11CORPORATION.
2.12 Subdivision 1. Standard. (a) A director or officer of a public benefit corporation
2.13shall discharge the duties of the position in a manner the director or officer reasonably
2.14believes to be in the best interests of the corporation, as defined in section 304A.02.
2.15(b) Subject to the best interests of the corporation standard under paragraph (a),
2.16section 302A.251, subdivisions 1 to 4, apply to directors and section 302A.361 applies
2.17to officers of a public benefit corporation.
2.18 Subd. 2. Liability. Nothing in this chapter creates liability to, or a cause of action in
2.19favor of, a person other than the corporation or a shareholder.
2.20 Sec. 6. [304A.06] STAKEHOLDER ENGAGEMENT.
2.21 Subdivision 1. Stakeholder impact. The board of a public benefit corporation shall
2.22provide opportunities for engagement and advisory input from stakeholders other than
2.23shareholders, such as regular stakeholder meetings scheduled by the board or a Web site or
2.24e-mail listserve provided by the corporation for communication among those stakeholders
2.25and between those stakeholders and the officers and directors.
2.26 Subd. 2. Public interest reports. A public benefit corporation shall produce
2.27and publish an annual report to the public on its financial condition and describing its
2.28efforts with respect to achieving public benefit and engaging with material stakeholder
2.29interests. If the corporation is a publicly held corporation, as defined in section 302A.011,
2.30subdivision 40, the corporation shall produce and publish the annual public interest report
2.31at the same time as it files its annual financial report required under federal securities laws.
2.32The public interest report must summarize the corporation's actions undertaken within the
3.1preceding year that benefit the public interest and stakeholders other than shareholders and
3.2must describe how the corporation takes into account those interests.
