Bill Text: MN SF1572 | 2011-2012 | 87th Legislature | Introduced
NOTE: There are more recent revisions of this legislation. Read Latest Draft
Bill Title: Minnesota Public Benefit Corporation Act
Spectrum: Bipartisan Bill
Status: (Introduced - Dead) 2012-03-19 - Second reading [SF1572 Detail]
Download: Minnesota-2011-SF1572-Introduced.html
Bill Title: Minnesota Public Benefit Corporation Act
Spectrum: Bipartisan Bill
Status: (Introduced - Dead) 2012-03-19 - Second reading [SF1572 Detail]
Download: Minnesota-2011-SF1572-Introduced.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 directly or indirectly
1.14through for-profit business undertakings public goods and improvements and advantages
1.15for the general public well-being of local, state, national, or world communities.
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; 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 otherwise provided in this chapter or where chapter
2.3302A conflicts with this chapter.
2.4 Sec. 4. [304A.04] INCORPORATION.
2.5(a) A for-profit corporation may be incorporated under this chapter to pursue one or
2.6more modes of public benefit as stated in its articles of incorporation.
2.7(b) The secretary of state shall maintain incorporation records in a manner that
2.8clearly distinguishes public benefit corporations incorporated under this chapter.
2.9(c) A corporation incorporated under this chapter shall include as part of its corporate
2.10name the phrase "public benefit corporation" or the abbreviation "PBC."
2.11 Sec. 5. [304A.05] STANDARD OF CONDUCT; BEST INTERESTS OF
2.12CORPORATION.
2.13 Subdivision 1. Standard. (a) A director or officer of a public benefit corporation
2.14shall discharge the duties of the position in a manner the director or officer reasonably
2.15believes to be in the best interests of the corporation, as defined in section 304A.02.
2.16(b) Subject to the best interests of the corporation standard under paragraph (a),
2.17section 302A.251, subdivisions 1 to 4, apply to directors and section 302A.361 applies
2.18to officers of a public benefit corporation.
2.19 Subd. 2. Liability. Nothing in this chapter creates liability to, or a cause of action in
2.20favor of, a person other than the corporation or a shareholder.
2.21 Sec. 6. [304A.06] STAKEHOLDER ENGAGEMENT.
2.22 Subdivision 1. Stakeholder impact. The board of a public benefit corporation
2.23shall provide reasonable constructive opportunities for stakeholder engagement with
2.24the corporation, its officers, and its board.
2.25 Subd. 2. Public interest reports. A public benefit corporation shall make an annual
2.26report to the public on its financial condition and describing its efforts with respect to
2.27achieving public benefit and constructively engaging with material stakeholder 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 directly or indirectly
1.14through for-profit business undertakings public goods and improvements and advantages
1.15for the general public well-being of local, state, national, or world communities.
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; 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 otherwise provided in this chapter or where chapter
2.3302A conflicts with this chapter.
2.4 Sec. 4. [304A.04] INCORPORATION.
2.5(a) A for-profit corporation may be incorporated under this chapter to pursue one or
2.6more modes of public benefit as stated in its articles of incorporation.
2.7(b) The secretary of state shall maintain incorporation records in a manner that
2.8clearly distinguishes public benefit corporations incorporated under this chapter.
2.9(c) A corporation incorporated under this chapter shall include as part of its corporate
2.10name the phrase "public benefit corporation" or the abbreviation "PBC."
2.11 Sec. 5. [304A.05] STANDARD OF CONDUCT; BEST INTERESTS OF
2.12CORPORATION.
2.13 Subdivision 1. Standard. (a) A director or officer of a public benefit corporation
2.14shall discharge the duties of the position in a manner the director or officer reasonably
2.15believes to be in the best interests of the corporation, as defined in section 304A.02.
2.16(b) Subject to the best interests of the corporation standard under paragraph (a),
2.17section 302A.251, subdivisions 1 to 4, apply to directors and section 302A.361 applies
2.18to officers of a public benefit corporation.
2.19 Subd. 2. Liability. Nothing in this chapter creates liability to, or a cause of action in
2.20favor of, a person other than the corporation or a shareholder.
2.21 Sec. 6. [304A.06] STAKEHOLDER ENGAGEMENT.
2.22 Subdivision 1. Stakeholder impact. The board of a public benefit corporation
2.23shall provide reasonable constructive opportunities for stakeholder engagement with
2.24the corporation, its officers, and its board.
2.25 Subd. 2. Public interest reports. A public benefit corporation shall make an annual
2.26report to the public on its financial condition and describing its efforts with respect to
2.27achieving public benefit and constructively engaging with material stakeholder interests.
