A PRACTICAL PATH TO PURPOSE
The easiest route for an existing stock corporation is usually a charter amendment that elects benefit status in its current state of incorporation.
Board approval. Informed shareholder approval. One accepted amendment. A real mission duty and a workable report afterward.
Current-law review: October 11, 2026 · Proposal drafted; no bill introduced or outreach sent by this project.
FIRST, KNOW WHAT YOU ALREADY HAVE
The state of incorporation controls the internal election. Registering a foreign corporation in Delaware does not by itself turn the original corporation into a Delaware PBC.
Confirm the legal entity, incorporation state, good standing, charter, voting classes and investor/lender agreements. Identify extra approvals, notice obligations and any appraisal or dissent rights.
Add the required status statement and public-benefit purpose under that state’s law. Describe the board’s new duty and reporting obligations. Check naming and stock-notice rules; a new name is not universally required.
Use the exact denominator, class votes, consent or meeting procedure and notice deadline. A sole owner can simplify shareholder approval but does not remove board, filing or contractual requirements.
Submit the approved amendment to the incorporation state, pay its actual amendment charge and confirm acceptance and effective time. Benefit status becomes operative under the governing statute and filing.
Update stock notices, corporate books, applicable licenses and foreign registrations. Set benefit objectives, document board balancing and schedule the required report. Review bank, tax, insurance and contract notices.
A same-entity status amendment changes the corporation’s charter and governance. It is different from converting an LLC or moving the corporation to another state. It does not discharge existing debts, breach a contract with permission, create nonprofit tax exemption or excuse election-law violations. Federal EIN and tax results depend on the actual transaction and require separate review.
IRS entity-change guidance ↗ · Washington’s explicit continuity rule ↗
THE LOWER-FRICTION ROUTE ALREADY EXISTS
These precedents support the proposal. They do not eliminate ordinary class votes, charter restrictions, contract approvals or transaction-specific procedures.
HB 341 removed the special two-thirds PBC status vote and status-specific appraisal requirement. A conventional stock corporation uses ordinary chapter rules, typically a majority of outstanding entitled shares, with applicable class votes and charter conditions.
Enacted reform history ↗Current amendment rule ↗SB 22-045 eliminated the special two-thirds entry/exit requirement and status-conversion appraisal. Ordinary corporate rules now govern approval. This is an enacted precedent for simplifying a benefit chapter.
Enacted act and summary ↗ORS 60.754 expressly permits an existing corporation to elect benefit status by amending its articles. ORS 60.756 generally uses a majority of entitled interests, retaining greater ordinary-law/document and class votes. A legacy traded-company exception has separate rules.
ORS 60.754–60.756 ↗CURRENT ENTRY RULE + A SPECIFIC REFORM TARGET
These groups describe the entry hurdle only. They do not assert identical laws. No new conversion score is mixed into the existing 0–100 preference index, whose entry votes remain unscored.
“Ordinary” does not always mean a simple majority: Maryland and Ohio have ordinary two-thirds defaults with permitted charter variation; West Virginia uses votes cast at a quorum meeting. Oregon’s majority route has governing-document and legacy listed-company qualifications.
50 of 50 states
CURRENT LAW · OCTOBER 11, 2026
two-thirds; entitled voting groups
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Entry and exit require at least two-thirds of votes entitled to be cast and each separately entitled voting group; affected-group transaction qualifications and higher charter votes apply.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
No dedicated for-profit benefit election applies
No same-state benefit-status amendment route identified; a benefit chapter is needed. A move to another jurisdiction requires its own authorized domestication, conversion or merger route.
Benefit-status entry, exit and permanent mission-lock provisions do not apply because no dedicated domestic for-profit form was identified. Ordinary amendments, mergers or conversion/qualification in another state use their own statutory rules.
Enact a for-profit benefit chapter with a same-company amendment route, ordinary amendment voting and usable agency forms.
CURRENT LAW · OCTOBER 11, 2026
At least three quarters of every class or series, including otherwise nonvoting shares.
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Entry is harder than exit: a 75% class vote to become a benefit corporation, 66⅔% class vote to terminate.
Reduce the 75% entry requirement separately from the lower exit requirement; identify every class entitled to approve.
CURRENT LAW · OCTOBER 11, 2026
2/3 each class/series
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Entry, exit and covered fundamental transactions require 2/3 of each class/series, including otherwise nonvoting shares. Nonordinary sale of all/substantially all assets also requires minimum vote.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
Two thirds of every class or series, including nonvoting shares.
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
A two-thirds class vote protects status and specific-purpose changes, with statutory dissenters’ rights.
Consider ordinary-amendment entry parity and status-only appraisal reform together; preserve other dissent, class and contract rights.
CURRENT LAW · OCTOBER 11, 2026
Ordinary corporate amendment/conversion votes; former PBC-specific two-thirds vote removed in 2022.
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
2022 amendments reduced special voting/appraisal barriers; use ordinary transaction rules and charter terms.
Preserve the 2022 entry/appraisal simplification; make the amendment form and ongoing mission duty easy to understand.
CURRENT LAW · OCTOBER 11, 2026
two-thirds of each class, including nonvoting
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Default two-thirds of each class/series, including otherwise nonvoting shares. After 24 months, unanimous all-class approval can adopt a legacy lock that restricts exit/transactions and sends residual assets to charities or similarly locked benefit corporations.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
Board approval plus a majority of all outstanding stock entitled to vote; applicable separate class votes and higher charter requirements remain.
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
No special PBC supermajority remains for ordinary stock corporations. Use normal charter-amendment/transaction rules: ordinarily majority outstanding entitled shares, with applicable class votes and charter requirements.
Preserve ordinary-amendment entry and no extra status-only appraisal; explain the specific benefit, shareholder notices and remaining charter/class rights.
CURRENT LAW · OCTOBER 11, 2026
2/3 each class/series
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Entry, exit and specific-benefit amendments require 2/3 of each class/series including nonvoting. Appraisal rights accompany entry/exit. Asset-sale minimum-vote rule has ordinary-course, court-order and distribution-of-proceeds exceptions.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
two-thirds of each class, including nonvoting
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Two-thirds of every class/series, including nonvoting, for entry, substantive benefit alteration/deletion, and covered transactions that transfer ownership/assets outside a substantially similar benefit purpose.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
Two thirds of every class/series, including otherwise nonvoting shares.
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Most companies can exit by two-thirds class vote. A particular patent-purpose election creates a conditional permanent mission/status restriction.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
Two thirds of every class/series, including otherwise nonvoting shares.
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Two-thirds each-class status approval; specific-purpose changes also require minimum status vote.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
2/3 each class/series
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Minimum-status vote: 2/3 each class/series including otherwise nonvoting shares; applies to entry, exit and nonordinary all/substantially-all asset disposition.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
90% each class/series
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
90% each class/series, including nonvoting, for entry/exit; 2/3 each class for specific-benefit changes.
Replace the 90% each-class entry gate with ordinary amendment voting; decide exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
2/3 entitled voting power
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Entry/exit by amendment or covered merger/exchange/domestication/conversion: 2/3 voting power entitled plus 2/3 each separate affected voting group; greater articles/bylaws permitted. Includes identified-benefit change rules in provision.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
ordinary majority of outstanding entitled stock (charter amendment)
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Prior benefit-specific 17-72a03 was repealed in 2023. Entry/exit by charter amendment now uses ordinary board approval and majority of outstanding stock entitled to vote, plus majority of each class separately entitled to vote. Class votes and greater charter thresholds may apply; other transaction routes retain their own rules.
Preserve the ordinary or qualified-majority route; improve forms, costs, notices and reporting without overriding charter or contract rights.
CURRENT LAW · OCTOBER 11, 2026
90% each class
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
90% of every outstanding class, voting/nonvoting, to enter PBC after stock payment; 2/3 every class to exit or covered nonbenefit merger. Dissent/appraisal rights for entry.
Address the 90% entry rule and entry-specific appraisal together; keep existing economic and contractual rights visible.
CURRENT LAW · OCTOBER 11, 2026
2/3 present and voting per class/series
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Benefit-law minimum vote for corporate entry/exit is 2/3 of shares PRESENT AND VOTING per class/series, plus other ordinary/article approvals; not 2/3 all outstanding shares.
Retain the actual present-and-voting denominator in any redline; do not rewrite it as two-thirds of all outstanding shares.
CURRENT LAW · OCTOBER 11, 2026
two-thirds of each class, including nonvoting
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Entry/exit and specified transactions require two-thirds of every class/series, including otherwise nonvoting interests; no special legacy-lock provision identified.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
two-thirds default; charter can reduce to majority entitled votes
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Entry and exit use ordinary charter-amendment vote: two-thirds of entitled votes by default; charter can raise or lower to at least majority of entitled votes. No benefit-specific all-nonvoting-class override or legacy lock.
Keep benefit entry aligned with ordinary amendments; explain that the ordinary default is two-thirds and the charter may lower it to majority.
CURRENT LAW · OCTOBER 11, 2026
two-thirds of each class, including nonvoting
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Entry/exit generally require two-thirds of every class/series including nonvoting; specified merger/asset transactions also require minimum status vote.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
No dedicated for-profit benefit election applies
No same-state benefit-status amendment route identified; a benefit chapter is needed. A move to another jurisdiction requires its own authorized domestication, conversion or merger route.
Benefit-status entry, exit and permanent mission-lock provisions do not apply because no dedicated domestic for-profit form was identified. Ordinary amendments, mergers or conversion/qualification in another state use their own statutory rules.
Enact a for-profit benefit chapter with a same-company amendment route, ordinary amendment voting and usable agency forms.
CURRENT LAW · OCTOBER 11, 2026
2/3 all issued/outstanding
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
2/3 ALL issued/outstanding shares for entry/exit and required mission amendments; dissenters fair-value rights. Any voluntary termination, or revocation more than once, triggers a three-year waiting period to reelect.
Consider ordinary-amendment entry and status-only appraisal reform; separately review the three-year reelection wait after termination.
CURRENT LAW · OCTOBER 11, 2026
No dedicated for-profit benefit election applies
No same-state benefit-status amendment route identified; a benefit chapter is needed. A move to another jurisdiction requires its own authorized domestication, conversion or merger route.
Benefit-status entry, exit and permanent mission-lock provisions do not apply because no dedicated domestic for-profit form was identified. Ordinary amendments, mergers or conversion/qualification in another state use their own statutory rules.
Enact a for-profit benefit chapter with a same-company amendment route, ordinary amendment voting and usable agency forms.
CURRENT LAW · OCTOBER 11, 2026
No dedicated for-profit benefit election applies
No same-state benefit-status amendment route identified; a benefit chapter is needed. A move to another jurisdiction requires its own authorized domestication, conversion or merger route.
Benefit-status entry, exit and permanent mission-lock provisions do not apply because no dedicated domestic for-profit form was identified. Ordinary amendments, mergers or conversion/qualification in another state use their own statutory rules.
Enact a for-profit benefit chapter with a same-company amendment route, ordinary amendment voting and usable agency forms.
CURRENT LAW · OCTOBER 11, 2026
Two thirds of every class/series, including nonvoting shares.
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Two-thirds class mission/status protection plus specified dissenting-shareholder purchase rights.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
2/3 each class/series
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
2/3 every class/series including nonvoting for entry/exit and covered nonordinary asset sale, plus other required votes.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
2/3 each class
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Entry and exit need two thirds of each class/series, including nonvoting shares. Entry carries statutory dissenters’ appraisal rights.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
two-thirds of each class, including nonvoting
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Two-thirds of every class/series including nonvoting for entry/exit and covered transactions.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
two-thirds of each class, including nonvoting
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Two-thirds of every class/series including nonvoting for entry/exit and covered transactions.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
Two thirds of voting shares; class approval only when that class is entitled to vote.
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Unlike the model, the enacted section does not automatically enfranchise every otherwise nonvoting class for benefit amendments.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
75% of each entitled voting class/series
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Entry/exit minimum status vote is 75% of each class/series entitled to vote. Unlike many model states, definition does not extend the vote automatically to every otherwise nonvoting class.
Consider lowering the 75% of each entitled class/series entry gate to ordinary amendment requirements.
CURRENT LAW · OCTOBER 11, 2026
No dedicated for-profit benefit election applies
No same-state benefit-status amendment route identified; a benefit chapter is needed. A move to another jurisdiction requires its own authorized domestication, conversion or merger route.
Benefit-status entry, exit and permanent mission-lock provisions do not apply because no dedicated domestic for-profit form was identified. Ordinary amendments, mergers or conversion/qualification in another state use their own statutory rules.
Enact a for-profit benefit chapter with a same-company amendment route, ordinary amendment voting and usable agency forms.
CURRENT LAW · OCTOBER 11, 2026
No dedicated for-profit benefit election applies
No same-state benefit-status amendment route identified; a benefit chapter is needed. A move to another jurisdiction requires its own authorized domestication, conversion or merger route.
Benefit-status entry, exit and permanent mission-lock provisions do not apply because no dedicated domestic for-profit form was identified. Ordinary amendments, mergers or conversion/qualification in another state use their own statutory rules.
Enact a for-profit benefit chapter with a same-company amendment route, ordinary amendment voting and usable agency forms.
CURRENT LAW · OCTOBER 11, 2026
Ordinary articles amendment: default two thirds voting power, charter can vary but not below majority; applicable class votes still required.
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
No model-act automatic every-class two-thirds status vote. Public-exchange timing can block a later benefit-purpose amendment.
Keep the ordinary-amendment route; address the exchange-listing timing restriction separately and preserve applicable class votes.
CURRENT LAW · OCTOBER 11, 2026
Two thirds of every class/series, including otherwise nonvoting shares.
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Model-style two-thirds each-class status/purpose protection.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
Generally a majority of interests entitled to vote; higher ordinary-law, governing-document and separate-class requirements remain. Legacy traded-company rules can require more.
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
ORS 60.754 permits an existing corporation to elect by articles amendment. ORS 60.756 generally requires a majority of entitled interests, preserving higher document/statutory and separate-class approvals. For entities with traded shares as of January 1, 2014, the special rule is two-thirds per class, reduced to majority per class when gross revenue is $200 million or less.
Preserve the qualified-majority route; review the legacy publicly traded-company exception separately. Ordinary law and governing documents can require more.
CURRENT LAW · OCTOBER 11, 2026
two-thirds of each class, including nonvoting
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Two-thirds of each class/series, including nonvoting, for entry/exit and specified transactions.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
two-thirds of each class, including nonvoting
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Two-thirds of every class/series including nonvoting for entry/exit and covered transactions.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
two-thirds of each class, including nonvoting
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Two-thirds of every class/series including nonvoting for entry/exit and specified asset transactions.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
No dedicated for-profit benefit election applies
No same-state benefit-status amendment route identified; a benefit chapter is needed. A move to another jurisdiction requires its own authorized domestication, conversion or merger route.
Benefit-status entry, exit and permanent mission-lock provisions do not apply because no dedicated domestic for-profit form was identified. Ordinary amendments, mergers or conversion/qualification in another state use their own statutory rules.
Enact a for-profit benefit chapter with a same-company amendment route, ordinary amendment voting and usable agency forms.
CURRENT LAW · OCTOBER 11, 2026
2/3 each class
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
2/3 each outstanding class voting/nonvoting for entry/exit, chosen-benefit change and covered transactions; dissent payment rights. Surviving benefit purpose must be same/substantially same for stated merger exception.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
2/3 outstanding entitled vote
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
2/3 outstanding shares entitled to vote, class/series voting when otherwise required, for entry/exit and protected certificate provisions; dissent/appraisal rights. Mission/report provisions can survive equivalent-entity transaction exception.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
Two thirds of every class/series, including otherwise nonvoting shares; statutory short-form-merger exception.
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Model two-thirds class status protection, with statutory short-form transaction exceptions.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
two-thirds of entitled votes and entitled voting groups
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Entry/exit requires higher charter vote or two-thirds of entitled outstanding votes and each separately entitled voting group. Does not automatically enfranchise all otherwise nonvoting classes.
Remove the benefit-only entry supermajority in favor of ordinary amendment rules; assess status-only appraisal costs and choose exit protection separately.
CURRENT LAW · OCTOBER 11, 2026
unanimous entitled voting shareholders
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Conversion after formation requires ALL shareholders entitled to vote. Exit uses ordinary amendment rule: >two-thirds each entitled voting group by default; charter may lower to majority of votes cast with quorum.
Replace the unanimous entitled-shareholder entry gate with ordinary amendment requirements; keep exit voting and acquired rights distinct.
CURRENT LAW · OCTOBER 11, 2026
At least two-thirds of all votes entitled to be cast AND two-thirds of each outstanding class or series; additional voting groups and higher requirements apply.
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Existing domestic corporations elect social purpose status through a board-approved plan that includes an articles amendment. RCW 23B.25.130 specifies the election votes; RCW 23B.25.120 preserves applicable fair-value dissent rights. This is a related social purpose form.
Washington has a social purpose corporation, not the same benefit-duty model. Consider ordinary-vote election, appraisal reform and whether to add a mandatory balancing benefit option.
CURRENT LAW · OCTOBER 11, 2026
ordinary amendment: votes for exceed against at majority quorum
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Entry and exit use ordinary article-amendment procedures, with board adoption/submission and shareholder notice. Default approval is votes favoring the amendment exceed votes opposing in each required voting group, at a meeting with a quorum of at least a majority of votes entitled to be cast. Articles or board conditions can require more; separate voting groups apply where statutory class/series rights require them. The benefit chapter adds no separate two-thirds status vote.
Preserve the ordinary or qualified-majority route; improve forms, costs, notices and reporting without overriding charter or contract rights.
CURRENT LAW · OCTOBER 11, 2026
2/3 shares entitled vote
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Entry/covered fundamental transaction requires 2/3 shares entitled to vote notwithstanding governing-document provisions, plus dissent rights. Exit deletes status statement under ordinary amendment rules; one-year wait before benefit reelection. For a newly formed corporation, the ordinary amendment default is votes favoring exceed votes opposing in each required voting group at a quorum meeting (180.0725/180.0726). If an amendment creates dissenters rights, 180.1003(3)(a) requires a majority of votes entitled to be cast by the affected voting group. The articles, authorized bylaws or board conditions can require more; pre-1973 corporations have transitional rules under 180.1706.
Simplify the two-thirds entry rule and associated dissent rights; review the one-year reelection wait separately.
CURRENT LAW · OCTOBER 11, 2026
No dedicated for-profit benefit election applies
No same-state benefit-status amendment route identified; a benefit chapter is needed. A move to another jurisdiction requires its own authorized domestication, conversion or merger route.
Benefit-status entry, exit and permanent mission-lock provisions do not apply because no dedicated domestic for-profit form was identified. Ordinary amendments, mergers or conversion/qualification in another state use their own statutory rules.
Add an expressly for-profit benefit chapter and a same-company charter-amendment election; nonprofit public benefit terminology does not supply that option.
No states match. Clear the search or choose another entry route.
WORKING TITLE / PROPOSED, NOT ENACTED
A proposed core amendment package for states with benefit laws, and a proposed enabling chapter for states without one. State legislative counsel must adapt cross-references, rights and procedures.
Let a domestic stock corporation add benefit status through an amendment. A pure status election should not require dissolution, a merger, asset transfer, a new stock issue or a separate conversion transaction.
Use the ordinary amendment vote, notice and consent rules. Retain applicable class, charter and contractual approvals. For a conventional Delaware-type company, that usually means majority approval of outstanding entitled shares.
Give shareholders the actual amendment and a plain-language explanation of the mission, board duty, reporting and exit rules with the ordinary required notice. Preserve accrued rights and remedies for fraud, conflicts and unfair dealing.
Prospectively, a pure benefit-status election should not itself trigger an extra statutory cash buyout. Preserve ordinary appraisal triggers, contractual rights and changes to economic/class rights. Removing a special appraisal right is a policy tradeoff that needs minority-owner review.
Publish an online amendment form with an optional plain charter template. Cap the pure election fee at the ordinary amendment fee, with no extra annual status surcharge. Allow electronic filing and a receipt showing the effective date.
Require an identified benefit, financial/stakeholder/mission balancing and an annual public report on goals, measures, results and failures. Allow good-faith self-assessment with a disclosed method; do not require paid certification or an additional benefit director.
Let the company separately approve an express higher future vote for removing or materially weakening the mission. Disclose the consequences and retain applicable class and contract rights. No permanent asset lock or mission lock by default.
Keep the same state-law legal person, property, debts and proceedings. Preserve other laws and preexisting liability. Provide report enforcement, a notice-and-cure route and mission remedies under the benefit chapter.
A domestic for-profit corporation governed by [business corporation chapter] may elect benefit corporation status by amending its articles to state that it is subject to this article and to identify one or more specific public benefits. No new corporation, merger, dissolution, asset transfer, or change of ownership is required solely to make that election. Existing professional, financial, licensing, and other regulated-entity restrictions remain applicable.
The board and shareholder approvals, notice, record date, quorum, meeting or consent procedures, and voting denominator for an election shall be those applicable under [ordinary purpose-amendment section]. No additional vote or separate class vote is required solely by reason of the election. A greater approval requirement or class, series, contractual, or consent right otherwise applicable under law or the corporation's governing documents remains enforceable. The notice or consent materials shall identify the proposed purpose, management duty, reporting obligation, and any separate mission-lock proposal.
Upon the amendment's effectiveness, the corporation continues as the same legal entity. The election alone does not issue, cancel, exchange, dilute, or transfer shares; alter distribution, liquidation, or contractual economic rights; transfer assets; extinguish obligations; or affect a pending proceeding or existing cause of action. Any associated change remains subject to its independently applicable approvals and law. This article does not determine federal identification numbers, tax treatment, or whether a third-party contract, license, or regulator requires notice or consent.
A public benefit is a material positive effect on, or material reduction of negative effects for, an identified community, societal interest, or the environment, including education, public health, civic participation, scientific knowledge, or environmental quality. In managing the business, directors shall balance shareholders' pecuniary interests, the interests of persons materially affected by the corporation's conduct, and the specific public benefits stated in its articles. No interest has automatic priority unless an approved article provision lawfully establishes it. States retaining a general-public-benefit requirement shall expressly preserve and coordinate that requirement.
Adoption of benefit status by an amendment that otherwise leaves share and economic rights unchanged does not, solely by reason of that status election, create statutory appraisal or compulsory purchase rights. This provision applies prospectively and does not eliminate an accrued claim, an independently triggered appraisal right, or an express contractual purchase or consent right. Amendments combined with mergers, ownership changes, or adverse changes to class rights remain subject to the ordinary rules for those actions.
A corporation may separately propose an article provision requiring a stated higher vote to remove benefit status, materially change the identified benefit, or enter a transaction that would extinguish the corporation's benefit obligations. Adoption of that provision requires a separate resolution and ballot or consent, approval by at least two-thirds of outstanding voting power entitled to vote on it, and all otherwise applicable greater or class approvals. The lock must disclose its covered actions and removal rule. A shareholder may approve benefit status without approving the lock. This article does not impose a lock retroactively or require owners to transfer shares or economic rights to another person.
Within 120 days after each fiscal year, the corporation shall give shareholders and publish without charge a benefit report stating its benefit objectives, measures and methodology, actions taken, results including material shortfalls, and material conflicts or limitations. Confidential business information and personal information may be omitted if the omission and its reason are identified. The secretary shall provide a free short-form template. No paid certification, independent audit, additional benefit officer, or benefit director is required solely by this article. If a third-party standard is used, it shall be identified and its independence and methodology disclosed. A separate vote may adopt stronger assessment or assurance requirements.
The corporation and shareholders meeting the ordinary chapter's standing and procedural requirements may seek appropriate equitable relief to enforce this article's management and reporting duties. This article creates no extra percentage ownership floor solely because the claim concerns benefit status. It creates no general cause of action for every benefit recipient, and it does not remove any right otherwise available to such a person. Ordinary rules for conflicts, loyalty, fraud, bad faith, unfair dealing, misleading statements, and reporting enforcement remain applicable.
The secretary of state shall provide a combined electronic amendment and benefit-election form, electronic signature and payment, a status field in the business registry, and a receipt stating the effective date. The status election requires no additional filing beyond that amendment and no recurring benefit-status surcharge. The total filing charge for a pure status election shall not exceed the ordinary amendment charge. No benefit-specific annual status surcharge shall apply. The fee policy shall be supported by an agency fiscal review. A report URL or report may be submitted with the ordinary annual registry filing without an additional charge. The secretary shall publish processing times and common rejection reasons.
The secretary shall provide a free machine-readable CSV or documented API for company-level benefit records, updated at least weekly, containing a stable entity identifier, legal name, entity form, formation jurisdiction, domestic/foreign registration distinction, current benefit designation, designation effective date, current registry standing, and dated designation/amendment history. Formation date shall not be substituted for benefit-election date. The public extract shall omit personal home addresses and private contact information not needed for company identification. The secretary shall disclose update time, field definitions, exclusions, and record corrections. This proposed data requirement enables a reproducible national company directory; it does not declare a present complete census.
Benefit status does not grant tax exemption, charity status, governmental authority, campaign-finance or election-law exemptions, or immunity from civil, criminal, regulatory, employment, consumer-protection, securities, creditor, or other generally applicable law. It does not authorize an otherwise unlawful act. Profit-making, dividends, investment, and lawful sale of shares remain available subject to the corporation's existing rules.
This act takes effect [six months after enactment]. Legislative counsel shall conform cross-references, amendment and appraisal provisions, existing benefit laws, registry forms, and applicable class protections. Existing benefit corporations remain subject to their previously applicable obligations unless they validly elect the revised framework; existing mission locks are not automatically weakened. A state with only an optional social-purpose or flexible-purpose form may retain that form while adding this binding benefit option. An LLC route requires a separate conforming LLC-chapter module.
Before status suspension solely for a missing benefit report, the secretary shall give written notice and 60 days to cure. Shareholders may seek an order requiring the report. Cure does not erase a misleading statement, a prior breach or a liability under another law. Ordinary entity standing and filing obligations remain applicable. This 60-day period is a proposed policy choice.
For a state without a benefit chapter, enact the availability, mandatory purpose/balancing, disclosure, enforcement, continuity and election modules together. For a state with a benefit chapter, redline its special entry-vote, appraisal and filing provisions; harmonize rather than erase its existing general-benefit duties or stricter elected charter commitments. A voluntary social-purpose form can remain alongside a new mandatory balancing benefit option. No automatic conversion of existing corporations is authorized.
Prepare state-specific redlines and a fiscal/agency checklist; validate owner consent, multi-class and dissent cases; obtain authorized local sponsorship; track introduction, committee action, enactment, effective date and agency readiness separately. The proposed preparation targets are 30 days for baseline packets, 60 days for validated examples and 90 days for a sponsor-ready packet. These are preparation targets, not enactment deadlines. The agency should have the form, registry field and guidance ready on the statutory effective date.
Delaware HB 341 (2020) and Colorado SB 22-045 (2022) removed additional benefit-status voting and appraisal barriers. Oregon generally provides a majority route with greater document/class requirements and a legacy listed-company exception. These enacted precedents support the proposal but do not establish a universal one-vote procedure.
Removing status-only appraisal reduces conversion cash costs while removing that special liquidity remedy for dissenting owners. Preserve ordinary appraisal events, existing class and contract rights, informed notice and fiduciary review. An optional mission lock makes exit harder by choice; it is a separate vote. Public self-assessment reduces certification expense while requiring enforceable, specific and honest disclosure.
Sources: https://legis.delaware.gov/BillDetail/48122 ; https://delcode.delaware.gov/title8/c001/sc08/index.html#242 ; https://leg.colorado.gov/bills/sb22-045 ; https://www.oregonlegislature.gov/bills_laws/ors/ors060.html
Draft policy language for counsel to adapt; this project has not introduced a bill, contacted legislators or changed any corporation’s status. Proposed thresholds, fee limits and reporting choices are not current nationwide law.
Download the proposed model package ↓A GOAL WITH MEASURABLE FINISH LINES
Goal: a voluntary, usable benefit-status election in every state, with ordinary entry approval, transparent mission duties and affordable administration. Enactment and implementation dates depend on each state.
Target: every state has a for-profit benefit option and a direct existing-company amendment route. Current baseline: 41 benefit variants, one related Washington form, eight gaps.
Target: no benefit-only supermajority. Seven states currently have ordinary or qualified-majority routes; that group is a starting screen, not certification that every company qualifies.
Track actual amendment fees, rejected filings, processing time, eligible-company uptake and report completion. Establish a measured baseline before claiming improvements.
Use all 50 current entry records. Draft an enabling chapter for Alaska, Michigan, Mississippi, Missouri, North Carolina, North Dakota, South Dakota and Wyoming. Prepare simplification redlines for the special-entry states; assess Washington’s duty model separately.
Finish line: a source-linked legal redline and fiscal/agency checklist for each targeted state.Have state corporate counsel test a sole-owner company, a multi-class investor-backed company and a dissenting-owner case. Compare the existing and proposed vote, fee, appraisal exposure and reporting work. Use consented case data; do not assume investor support.
Finish line: reviewed examples, minority-rights analysis and a usable sample amendment.Finalize the model, state-specific redline, agency form, budget estimate and testimony brief. Identify willing local sponsors and stakeholders. These are proposed preparation targets, not promised enactment dates.
Finish line: a bill packet ready for authorized local sponsorship.Record introduction, committee action, amendments, passage, signature, effective date and agency readiness separately. Mark a state usable only when the law is effective and an eligible existing company can actually file.
Finish line: effective law, published filing instructions and a tested accepted amendment.Publish aggregate conversion numbers, real fees, processing time, rejection reasons and reporting completion. Review at six and twelve months. Fix confusing forms, disproportionate fees or weak disclosure before claiming national success.
Finish line: verified adoption and compliance evidence, not just a law on the books.Research baseline and draft roadmap prepared. Counsel validation, sponsor recruitment, introductions, enactment and agency implementation remain future work. The roadmap does not claim those stages are completed.