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Modifications To Colorado Public Benefit Corporation Act

Concerning modifications to the laws governing public benefit corporations.
2022 Regular Session
Business & Economic Development
Bill 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.)


Became Law


Bill Text

  • All Versions (7 )
    Date Bill Type Documents
    03/17/2022 Signed Act PDF
    03/11/2022 Final Act PDF
    03/07/2022 Rerevised PDF
    03/04/2022 Revised PDF
    02/14/2022 Reengrossed PDF
    02/11/2022 Engrossed PDF
    01/18/2022 Introduced PDF

The effective date for bills enacted without a safety clause is August 7, 2024, if the General Assembly adjourns sine die on May 8, 2024, unless otherwise specified. Details