Here’s an update on benefit corporations in Michigan:
Senate Bill 789 was introduced on February 18, 2026 followed now by House Bill 5939 introduced on April 30, 2026.
Check out the text of Senate Bill 789 here:
Recall that bcorps are purpose driven entities intended to maximize not only shareholder value but also to serve a concrete public benefit.
What does this mean for directors serving on Bcorp Boards?
Directors owe a duty of loyalty to the corporation. They must make decisions not only to maximize shareholder value, but only in line with the specific purpose established in their charter documents.
The Bill, if it became law, would provide a cause of action against directors who fail to pursue the stated public benefit purpose.
Bcorp legislation has been introduced in the Michigan legislature many times over the last 10+ years. These bills have all died in committee,
Has public sentiment changed?
Currently there are 36 states that have passed Bcorp statutes. Michigan remains in the minority.
Currently, if you are a Michigan business that would like to incorporate as a benefit corporation, you will need to form your company in one of 36 other states.
