February 23, 2015 - Introduced by Representatives Kooyenga, Hesselbein,
Macco, Johnson, Goyke, Knudson, Sanfelippo, Subeck, Kleefisch, C.
Taylor
, Kulp, Doyle, Kahl, Quinn, Knodl, Ripp, Genrich, Barca, Berceau,
Kremer, Zamarripa, Spreitzer, Hintz and Hebl, cosponsored by Senators
Darling, Wirch, Lassa, Ringhand and Olsen. Referred to Committee on
Financial Institutions.
AB59,1,2 1An Act to create chapter 204 of the statutes; relating to: creation of a category
2of business corporation identified as a benefit corporation.
Analysis by the Legislative Reference Bureau
This bill creates a category of business corporation identified as a benefit
corporation. A benefit corporation may also fall within other categories of business
corporations, such as service corporations or statutory close corporations.
Under the bill, a benefit corporation may be created by including in the articles
of incorporation at the time of formation, or by later amending the articles of
incorporation to include, a statement that the corporation is a benefit corporation.
A business corporation's status as a benefit corporation may be terminated by
amending the articles of incorporation to delete this statement.
A benefit corporation must have a purpose of creating general public benefit
and the benefit corporation may also specify in its articles of incorporation additional
specific public benefit purposes. A "general public benefit" is defined as a material
positive impact on society and the environment by the operations of a benefit
corporation taken as a whole, through activities that promote some combination of
specific public benefits. Examples of "specific public benefit" include all of the
following: 1) providing low-income or underserved individuals or communities with
beneficial products or services; 2) promoting economic opportunity for individuals or
communities beyond the creation of jobs in the normal course of business; 3)
preserving the environment; 4) improving human health; 5) promoting the arts,
sciences, or advancement of knowledge; 6) increasing the flow of capital to entities
with a public benefit purpose; and 7) the accomplishment of any other particular
benefit for society or the environment.

The board of directors of a benefit corporation must include one director
designated as the "benefit director." Notwithstanding provisions of the business
corporation law, the board of directors, committees of the board, and individual
directors of a benefit corporation, in considering the best interests of the benefit
corporation, must consider the effects of any action or inaction on all of the following:
1) the shareholders of the benefit corporation; 2) the employees and workforce of the
benefit corporation and its subsidiaries and suppliers; 3) the interests of customers
as beneficiaries of the general public benefit or specific public benefit purposes of the
benefit corporation; 4) community and societal factors, including those of any
community in which offices or facilities of the benefit corporation or its subsidiaries
or suppliers are located; 5) the local and global environment; 6) the short-term and
long-term interests of the benefit corporation, including benefits that may accrue to
the benefit corporation from its long-term plans and the possibility that these
interests may be best served by the continued independence of the benefit
corporation; and 7) the ability of the benefit corporation to accomplish its general
public benefit purpose and any specific public benefit purpose. In addition, the
board, committees, and individual directors may consider the resources, intent, and
conduct of any person seeking to acquire control of the benefit corporation and any
other pertinent factors or the interests of any other group.
A benefit corporation may also designate a "benefit officer," who has the powers
and duties relating to the benefit corporation's purpose of creating general public
benefit or specific public benefit. Each officer of a benefit corporation must consider
the same interests and factors applicable for directors, identified as items 1 to 7
immediately above, when the officer has discretion to act with respect to a matter
that may have a material effect on the creation of general or specific public benefit
by the benefit corporation.
The bill also includes certain limitations on imposing personal liability on
directors and officers of benefit corporations.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
AB59,1 1Section 1. Chapter 204 of the statutes is created to read:
AB59,2,22 CHAPTER 204
AB59,2,33 BENEFIT CoRpOratiONS
AB59,2,44 SUBCHAPTER I
AB59,2,55 GENERAL PROVISIONS
AB59,2,7 6204.101 Application and effect of chapter. (1) General rule. This chapter
7shall be applicable to all benefit corporations.
AB59,3,5
1(2) Application of business corporation law generally. The existence of a
2provision of this chapter shall not of itself create an implication that a contrary or
3different rule of law is applicable to a business corporation that is not a benefit
4corporation. This chapter shall not affect any statute or rule that is applicable to a
5business corporation that is not a benefit corporation.
AB59,3,10 6(3) Laws applicable to benefit corporations. Except as otherwise provided in
7this chapter, ch. 180 shall be generally applicable to all benefit corporations. The
8specific provisions of this chapter shall control over the general provisions of ch. 180.
9A benefit corporation may be simultaneously subject to this chapter and provisions
10of other chapters.
AB59,3,13 11(4) Organic records. A provision of the articles or bylaws of a benefit
12corporation may not relax, be inconsistent with, or supersede a provision of this
13chapter.
AB59,3,15 14204.102 Definitions. Unless the context clearly indicates otherwise, in this
15chapter:
AB59,3,18 16(1) "Benefit corporation" means a business corporation that has elected to
17become subject to this chapter and whose status as a benefit corporation has not been
18terminated under s. 204.105.
AB59,3,20 19(2) "Benefit director" means the person designated as the benefit director of a
20benefit corporation as provided in s. 204.302.
AB59,3,22 21(3) "Benefit officer" means the officer of a benefit corporation, if any, designated
22as the benefit officer as provided in s. 204.304.
AB59,3,23 23(4) "Entity" has the meaning given in s. 180.0103 (8).
AB59,4,3
1(5) "General public benefit" means a material positive impact on society and
2the environment by the operations of a benefit corporation taken as a whole, through
3activities that promote some combination of specific public benefits.
AB59,4,4 4(6) "Service corporation" has the meaning given in s. 180.1901 (2).
AB59,4,5 5(7) "Specific public benefit" includes all of the following:
AB59,4,76 (a) Providing low-income or underserved individuals or communities with
7beneficial products or services.
AB59,4,98 (b) Promoting economic opportunity for individuals or communities beyond the
9creation of jobs in the normal course of business.
AB59,4,1010 (c) Preserving the environment.
AB59,4,1111 (d) Improving human health.
AB59,4,1212 (e) Promoting the arts, sciences, or advancement of knowledge.
AB59,4,1313 (f) Increasing the flow of capital to entities with a public benefit purpose.
AB59,4,1514 (g) The accomplishment of any other particular benefit for society or the
15environment.
AB59,4,18 16204.103 Formation of benefit corporations. A benefit corporation shall be
17formed in accordance with ch. 180, except that its articles shall also state that it is
18a benefit corporation.
AB59,4,23 19204.104 Election of an existing business corporation to become a
20benefit corporation.
(1) Amendment. An existing business corporation may
21become a benefit corporation under this chapter by amending its articles so that they
22contain, in addition to the requirements of s. 180.0202, a statement that the
23corporation is a benefit corporation.
AB59,5,5 24(2) Fundamental transactions. If a corporation that is not a benefit
25corporation is a party to a merger, consolidation, or division or is the exchanging

1corporation in a share exchange, and the surviving, new, or any resulting corporation
2in the merger, consolidation, division, or share exchange is to be a benefit
3corporation, then the plan of merger, consolidation, division, or share exchange shall
4not be effective unless the articles of the surviving, new, or resulting corporation
5contain a statement that the corporation is a benefit corporation.
AB59,5,9 6204.105 Termination of benefit corporation status. A benefit corporation
7may terminate its status as such and cease to be subject to this chapter by amending
8its articles to delete the provision required by ss. 204.103 and 204.104 to be stated
9in the articles of a benefit corporation.
AB59,5,1010 SUBCHAPTER II
AB59,5,1111 corporate PurposeS
AB59,5,15 12204.201 Corporate purposes. (1) General public benefit purpose. A
13benefit corporation shall have a purpose of creating general public benefit. This
14purpose is in addition to its purpose under s. 180.0301 and any specific purpose set
15forth in its articles under sub. (2).
AB59,5,20 16(2) Optional specific public benefit purpose. The articles of a benefit
17corporation may identify one or more specific public benefits that it is the purpose
18of the benefit corporation to create in addition to its purposes under s. 180.0301 and
19sub. (1). The identification of a specific public benefit under this subsection does not
20limit the obligation of a benefit corporation to create general public benefit.
AB59,5,23 21(3) Effect of purposes. The creation of general public benefit and specific
22public benefit as provided in subs. (1) and (2) shall be considered to be in the best
23interests of the benefit corporation.
AB59,6,3
1(4) Amendment. A benefit corporation may amend its articles to add, amend,
2or delete the identification of a specific public benefit that it is the purpose of the
3benefit corporation to create.
AB59,6,6 4(5) Service corporations. A service corporation that is a benefit corporation
5is not limited by ss. 180.1903 and 180.1905 in its authority to create general public
6benefit or a specific public benefit.
AB59,6,77 SUBCHAPTER III
AB59,6,88 ACCOUNTABILITY
AB59,6,14 9204.301 Standard of conduct for directors. (1) Consideration of
10interests.
(a) Notwithstanding ss. 180.0302 (15) and 180.0827, in discharging the
11duties of their respective positions, the board of directors, committees of the board,
12and individual directors of a benefit corporation, in considering the best interests of
13the benefit corporation, shall consider the effects of any action or inaction on all of
14the following:
AB59,6,1515 1. The shareholders of the benefit corporation.
AB59,6,1716 2. The employees and workforce of the benefit corporation and its subsidiaries
17and suppliers.
AB59,6,1918 3. The interests of customers as beneficiaries of the general public benefit or
19specific public benefit purposes of the benefit corporation.
AB59,6,2220 4. Community and societal factors, including those of any community in which
21offices or facilities of the benefit corporation or its subsidiaries or suppliers are
22located.
AB59,6,2323 5. The local and global environment.
AB59,7,224 6. The short-term and long-term interests of the benefit corporation, including
25benefits that may accrue to the benefit corporation from its long-term plans and the

1possibility that these interests may be best served by the continued corporate
2independence of the benefit corporation.
AB59,7,43 7. The ability of the benefit corporation to accomplish its general public benefit
4purpose and any specific public benefit purpose.
AB59,7,85 (b) Notwithstanding ss. 180.0302 (15) and 180.0827, in discharging the duties
6of their respective positions, the board of directors, committees of the board, and
7individual directors of a benefit corporation, in considering the best interests of the
8benefit corporation, may consider any of the following:
AB59,7,109 1. The resources, intent, and conduct of any person seeking to acquire control
10of the corporation.
AB59,7,1211 2. Any other pertinent factors or the interests of any other group that is deemed
12appropriate.
AB59,7,1713 (c) Under pars. (a) and (b), the board of directors, committees of the board, and
14individual directors of a benefit corporation are not required to give priority to the
15interests of any particular person or group referred to in pars. (a) or (b) over the
16interests of any other person or group unless the benefit corporation has stated in
17its articles its intention to give such priority.
AB59,7,21 18(2) Coordination with other provisions of law. The consideration of interests
19and factors in the manner required by sub. (1) does not constitute a violation of s.
20180.0801 or any other provision of ch. 180 and is in addition to the ability of directors
21to consider interests and factors as provided in s. 180.0827.
AB59,7,23 22(3) Exoneration from personal liability. A director of a benefit corporation
23is not personally liable, as such, for monetary damages for any of the following:
AB59,7,2524 (a) Any action taken as a director if the director performed the duties of his or
25her office in compliance with this section and the provisions of ch. 180.
AB59,8,2
1(b) Failure of the benefit corporation to pursue or create general public benefit
2or specific public benefit.
AB59,8,5 3(4) Limitation on standing. A director does not have a duty to a person that
4is a beneficiary of the general public benefit purpose or a specific public benefit
5purpose of a benefit corporation arising from the status of the person as a beneficiary.
AB59,8,10 6204.302 Benefit director. (1) General rule. The board of directors of a
7benefit corporation shall include one director who shall be designated the "benefit
8director" and shall have, in addition to all of the powers, duties, rights, and
9immunities of the other directors of the benefit corporation, the powers, duties,
10rights, and immunities provided in this section.
AB59,8,15 11(2) Election, removal, and qualifications. The benefit director shall be
12elected, and may be removed, in the manner provided by subch. VIII of ch. 180. The
13benefit director may serve as the benefit officer at the same time as serving as the
14benefit director. The articles or bylaws of a benefit corporation may prescribe
15additional qualifications of the benefit director not inconsistent with this subsection.
AB59,8,18 16(3) Status of actions. The acts of an individual in the capacity of a benefit
17director shall constitute for all purposes acts of that individual in the capacity of a
18director of the benefit corporation.
AB59,8,23 19(4) Alternative governance arrangements. If a benefit corporation has
20elected under s. 180.1821 not to have a board of directors, then the bylaws of the
21benefit corporation must provide that the shareholders who perform the duties of a
22board of directors shall include a person with the powers, duties, rights, and
23immunities of a benefit director.
AB59,9,3 24(5) Exoneration from personal liability. Notwithstanding s. 180.0828 and
25any provision of a benefit corporation's bylaws, a benefit director shall not be

1personally liable for any act or omission in the capacity of a benefit director unless
2the act or omission constitutes self-dealing, willful misconduct, or a knowing
3violation of law.
AB59,9,9 4204.303 Standard of conduct for officers. (1) General rule. Each officer
5of a benefit corporation shall consider the interests and factors described in s.
6204.301 (1) in the manner provided in that subsection when the officer has discretion
7to act with respect to a matter and it reasonably appears to the officer that the matter
8may have a material effect on the creation of general or specific public benefit by the
9benefit corporation or on any of the interests or factors referred to in s. 204.301 (1).
AB59,9,12 10(2) Coordination with other provisions of law. The consideration of interests
11and factors in the manner described in sub. (1) shall not constitute a violation of s.
12180.0841 or any other provision of ch. 180.
AB59,9,16 13(3) Exoneration from personal liability. An officer of a benefit corporation
14is not personally liable, as such, for monetary damages for any action taken as an
15officer if the officer performed the duties of the position in compliance with this
16section and the provisions of ch. 180.
AB59,9,18 17204.304 Benefit officer. (1) Designation. A benefit corporation may have
18an officer designated the "benefit officer."
AB59,9,21 19(2) Functions. A benefit officer shall have the powers and duties, as provided
20in the bylaws and as determined by the board of directors, relating to the benefit
21corporation's purpose of creating general public benefit or specific public benefit.
AB59,2 22Section 2. Effective date.
AB59,9,2323 (1) This act takes effect on the 90th day after the day of publication.
AB59,9,2424 (End)
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