SB 22-045 Colorado Senate · 2022 Regular Session

Modifications To Colorado Public Benefit Corporation Act

Summary
The act modifies the "Public Benefit Corporation Act of Colorado" as follows: Eliminates the requirement for approval of two-thirds of the outstanding shares to convert an existing corporation to a public benefit corporation (PBC) or an existing PBC into a non-PBC, thereby defaulting to the majority vote requirement applicable to other corporate conversions; Eliminates the application of appraisal rights for shareholders objecting to the conversion of a non-PBC to a PBC; Clarifies that a director's ownership of stock in a PBC does not inherently create a conflict of interest and specifies that, absent a conflict of interest, a director does not act in bad faith and does not breach a duty of loyalty if the director, in directing the business of the PBC, fails to satisfy a requirement to balance shareholder pecuniary interests, the best interests of those materially affected by the action, and the specific public benefit of the PBC; and Clarifies the requirements for actions to enforce the requirements imposed on directors to balance the interests of shareholders, those materially affected by the corporate action, and the public benefit of the PBC.(Note: This summary applies to this bill as enacted.)
Bill status signed all 5 stages cleared
Introduction
Jan 2022
Committee Review
Mar 2022
Senate Passage
Feb 2022
House Passage
Mar 2022
Signed into Law
Mar 2022
Introduced Jan 18, 2022 Signed Mar 17, 2022
Floor votes · House Mar 7, 2022

How they voted

This bill passed the Senate by voice vote (no roll call recorded).
Full legislative history

Actions timeline

Total actions
12
Key actions
5
Committee
2
Mar 17, 2022
Signed into law
Governor Signed
executive
Mar 7, 2022
Lower · Passed
House Third Reading Passed - No Amendments
lower
Mar 2, 2022
Lower · Passed
House Committee on Business Affairs & Labor Refer Unamended to House Committee of the Whole
lower
Feb 14, 2022
Introduced
Introduced In House - Assigned to Business Affairs & Labor
lower
Feb 14, 2022
Upper · Passed
Senate Third Reading Passed - No Amendments
upper
Feb 9, 2022
Upper · Passed
Senate Committee on Business, Labor, & Technology Refer Unamended to Senate Committee of the Whole
upper
Jan 18, 2022
Introduced
Introduced In Senate - Assigned to Business, Labor, & Technology
upper
2 primary · 0 co-sponsors

Sponsors