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

HB 5939 updates Michigan's Business Corporation Act to formally authorize the creation of benefit corporations and clarify the roles and duties of their officers and directors. The bill defines key terms such as 'benefit corporation' and 'independent director,' establishing specific experience and conflict-of-interest requirements for independent directors to ensure unbiased governance. By amending existing sections and adding new chapters, the legislation provides a clear legal framework for businesses seeking to operate with a focus on social and environmental goals alongside profit.