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Bill > SB0789


MI SB0789

MI SB0789
Businesses: business corporations; benefit corporations; authorize formation and establish duties of officers and directors. Amends (See bill).


summary

Introduced
02/18/2026
In Committee
02/18/2026
Crossed Over
Passed
Dead

Introduced Session

103rd Legislature

Bill Summary

A bill to amend 1972 PA 284, entitled"Business corporation act,"by amending sections 105, 106, 107, 109, 131, 143, 202, 209, 211, 261, 288, 404, 413, 441, 489, 505, 531, 535, 564a, 711, 745, 911, 1002, and 1060 (MCL 450.1105, 450.1106, 450.1107, 450.1109, 450.1131, 450.1143, 450.1202, 450.1209, 450.1211, 450.1261, 450.1288, 450.1404, 450.1413, 450.1441, 450.1489, 450.1505, 450.1531, 450.1535, 450.1564a, 450.1711, 450.1745, 450.1911, 450.2002, and 450.2060), sections 105, 106, 211, and 911 as amended by 2012 PA 569, sections 107 and 711 as amended by 1989 PA 121, section 109 as amended by 2015 PA 158, sections 131, 143, 202, and 288 as amended by 2018 PA 85, section 209 as amended by 1997 PA 118, sections 261 and 489 as amended by 2006 PA 68, sections 404 and 413 as amended by 2001 PA 57, section 441 as amended by 2006 PA 66, section 505 as amended by 1993 PA 91, sections 564a and 1002 as amended and section 745 as added by 2008 PA 402, and section 1060 as amended by 2023 PA 135, and by adding sections 152, 153, 154, 155, 156, 157, 158, 159, and 545b and chapter 9A.

AI Summary

This bill amends the Business Corporation Act to authorize the formation of "benefit corporations," which are companies that commit to pursuing a public benefit alongside profit. It introduces new provisions for benefit corporations, including requirements for their articles of incorporation to state their benefit status and identify specific public benefits they aim to achieve, such as positive societal or environmental impact. The bill also clarifies the duties of officers and directors in benefit corporations, requiring them to consider the interests of shareholders, stakeholders, and public benefits when making decisions, and establishes a framework for reporting on their progress towards these public benefits through an annual benefit report. Additionally, the bill introduces provisions for ratifying and validating "defective corporate actions," which are actions taken by a corporation that were improperly authorized, aiming to provide legal certainty for past corporate decisions and share issuances. It also makes various other amendments to existing sections of the Business Corporation Act related to corporate filings, notices, mergers, conversions, and director and officer conduct.

Committee Categories

Budget and Finance

Sponsors (3)

Last Action

Referred To Committee On Finance, Insurance, And Consumer Protection (on 02/18/2026)

bill text


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