July 16, 2019

SB 12-182: Creation of the “Invest in Colorado Act” and Establishment of Parameters for Benefit Corporations

On April 26, 2012, Sen. Bob Bacon and Rep. Tom Massey introduced SB 12-182 – Concerning Benefit Corporations. This summary is published here courtesy of the Colorado Bar Association’s e-Legislative Report.

The bill enacts the “Invest in Colorado Act,” and authorizes the creation of benefit corporations. A benefit corporation must have, as one of its purposes specified in its articles of incorporation, the goal of creating general public benefit. The bill establishes the requirements for a corporation to be created as, or to elect to become, a benefit corporation, including:

  • The election and termination of benefit status;
  • The promotion of general public benefit as a purpose of the corporation;
  • Standards of accountability for the conduct of directors and officers of a benefit corporation;
  • Designation of a benefit director;
  • Rights of action in benefit proceedings; and
  • The preparation and availability of annual benefit reports.

The bill specifies dissenters’ rights for shareholders of a benefit corporation. The bill clarifies that an offer or sale of a security of a benefit corporation is not a solicitation for purposes of the “Colorado Charitable Solicitations Act” if the offer or sale complies with the “Colorado Securities Act.”

Assigned to the Judiciary Committee, the bill is scheduled for committee review on Monday, April 30 at 1:30 p.m.

Since this summary, the bill was referred unamended from the Judiciary Committee to Appropriations. It was amended in the Appropriations Committee and referred to the Senate Committee of the Whole for second reading.

Summaries of other featured bills can be found here.