AI-assisted research summary: A public benefit corporation must be run to balance shareholder interests, affected persons’ interests, and the public benefit. It may use “public benefit corporation,” “P.B.C.,” or “PBC” in its name, and if it does not, it must give notice before certain share issuances or treasury-share dispositions unless a stated securities-law exception applies.
Sec. 21.953. PURPOSE OF PUBLIC BENEFIT CORPORATION; NAME OF CORPORATION. (a) A public benefit corporation is a domestic for-profit corporation that is intended to produce a public benefit or benefits and to operate in a responsible and sustainable manner. (b) To accomplish the purpose of the corporation described by Subsection (a), a public benefit corporation shall be managed in a manner that balances: (1) the shareholders' pecuniary interests; (2) the best interests of those persons materially affected by the corporation's conduct; and (3) the public benefit or benefits specified in the corporation's certificate of formation. (c) The name of the public benefit corporation specified in its certificate of formation may contain the words "public benefit corporation," the abbreviation "P.B.C.," or the designation "PBC." If the name does not contain those words or that abbreviation or designation, before the issuance of unissued shares or the disposition of treasury shares and except as provided by Subsection (d), notice that the corporation is a public benefit corporation shall be given to any person: (1) to whom the unissued shares are issued; or (2) who acquires the treasury shares. (d) Notice is not required to be provided under Subsection (c) if: (1) the issuance or disposal of shares described by that subsection is under an offering registered under the Securities Act of 1933 (15 U.S.C. Section 77a et seq.); or (2) at the time of the issuance or disposal of shares described by that subsection, the corporation has a class of securities registered under the Securities Exchange Act of 1934 (15 U.S.C. Section 78a et seq.). (e) Section 5.054(a) does not apply to a public benefit corporation that includes in its name the words, abbreviation, or designation permitted by Subsection (c). Added by Acts 2017, 85th Leg., R.S., Ch. 776 (H.B. 3488), Sec. 4, eff. September 1, 2017. Amended by: Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 14, eff. September 1, 2019.