Bill Text: MI SB0666 | 2023-2024 | 102nd Legislature | Introduced
Bill Title: Businesses: business corporations; benefit corporations; establish requirements relating to annual benefit reports. Amends sec. 911 of 1972 PA 284 (MCL 450.1911) & adds sec. 961. TIE BAR WITH: SB 0667'23
Spectrum: Partisan Bill (Democrat 4-0)
Status: (Introduced) 2023-11-09 - Referred To Committee On Finance, Insurance, And Consumer Protection [SB0666 Detail]
Download: Michigan-2023-SB0666-Introduced.html
SENATE BILL NO. 666
A bill to amend 1972 PA 284, entitled
"Business corporation act,"
by amending section 911 (MCL 450.1911), as amended by 2012 PA 569, and by adding section 961.
the people of the state of michigan enact:
Sec. 911. (1) A domestic corporation and each foreign corporation subject to chapter 10 shall file a report with the administrator no not later than May 15 of each year. The report shall must be on a form approved by the administrator, signed by an authorized officer or agent of the corporation, and contain all of the following information:
(a) The name of the corporation.
(b) The name of its the corporation's resident agent and address of its the corporation's registered office in this state.
(c) The names and addresses of its the corporation's president, secretary, treasurer, and directors.
(d) General The general nature and kind of business in which the corporation is engaged.
(e) For each foreign corporation authorized to transact business in this state, the total number of authorized shares and the most recent percentage used in computation of the tax required by the Michigan business tax act, 2007 PA 36, MCL 208.1101 to 208.1601.
(f) For each professional corporation, the names and addresses of its shareholders and a certification that both of the following are met:
(i) Each shareholder is a licensed person in 1 or more of the professional services provided by the professional corporation.
(ii) The corporation meets the other requirements of chapter 2A.
(2) A corporation that is a benefit corporation shall file with the administrator the annual benefit report that is required under section 961 with the report filed under subsection (1).
(3) (2) A corporation that is formed or authorized to do business on or after January 1 and before May 16 of a calendar year is not required to file the report described in subsection (1) for that calendar year.
(4) (3) If there are no changes in the information provided in the last filed report required under subsection (1), the corporation may file a report that certifies to the administrator that no changes in the required information have occurred since the last filed report. A report filed under this subsection shall must be on a form approved by the administrator and filed no not later than the date required under this section. 911.A corporation that is a benefit corporation that files a report under this subsection shall include the annual benefit report that is required under section 961 with the report filed under this subsection.
Sec. 961. (1) A benefit corporation shall prepare an annual benefit report. An annual benefit report must include all of the following:
(a) A narrative description of the ways in which the benefit corporation pursued the benefit corporation's general public benefit purpose during the year and the extent to which general public benefit was created.
(b) A narrative description of the ways in which the benefit corporation pursued any specific public benefit included in the purposes of the benefit corporation in the articles of incorporation and the extent to which that specific public benefit was created.
(c) A narrative description of any circumstances that have hindered the creation by the benefit corporation of general public benefit or a specific public benefit described in subdivision (a) or (b).
(d) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report.
(e) An assessment of the overall social and environmental performance of the benefit corporation that meets 1 of the following:
(i) Is prepared in accordance with a third-party standard applied consistently with any application of that standard in previous benefit reports.
(ii) If the assessment is prepared by applying a third-party standard in a manner inconsistent with that standard as applied in previous benefit reports, is accompanied by an explanation of the reasons for the inconsistent application of the standard applied.
(f) The compensation paid by the benefit corporation during the year to each director in the director's capacity as a director.
(g) A statement of any connection between the organization that developed the third-party standard, or its directors, officers, or material owners, and the benefit corporation, or its directors, officers, or material owners, including any financial or governance relationship that might materially affect the credibility of the objective assessment of the third-party standard.
(2) A benefit corporation is not required to use a third party to perform, audit, or certify an assessment included in an annual benefit report under subsection (1)(e).
(3) A benefit corporation shall distribute to each shareholder a copy of the annual benefit report, either within 120 days following the end of the fiscal year of the benefit corporation or at the same time that the benefit corporation distributes any other annual report to its shareholders. The benefit corporation may distribute the annual benefit report to a shareholder electronically, either by electronic transmission of the report or by making the report available for electronic transmission. If the report is distributed electronically under this subsection, the benefit corporation shall provide the report in written form to a shareholder on request.
(4) A benefit corporation shall post its most recent annual benefit report on the public portion of its internet website, if any, but the benefit corporation may omit the compensation paid to directors and any financial or proprietary information included in the benefit report from the benefit report posted on its website.
(5) If a benefit corporation does not have an internet website, the benefit corporation shall provide a copy of its most recent annual benefit report, without charge, to a person that requests a copy, but the benefit corporation may omit the amount of compensation paid to directors and any financial or proprietary information included in the benefit report from the benefit report provided to the person.
(6) A benefit corporation shall file its annual benefit report as described in this section with the administrator with the report it is required to file with the administrator under section 911, but the benefit corporation may omit the amount of compensation paid to directors and any financial or proprietary information included in the benefit report from the benefit report filed as required under this subsection.
Enacting section 1. This amendatory act takes effect 90 days after the date it is enacted into law.
Enacting section 2. This amendatory act does not take effect unless Senate Bill No. 667 of the 102nd Legislature is enacted into law.
