What's happening
This bill requires New York to establish a corporate responsibility code mandating corporations meet specific social, environmental, and ethical standards.
Why it matters
Mandates explicit social and environmental responsibilities. By requiring corporations to promote economic security, protect air and water quality, provide safe workplaces, and avoid monopolistic practices, this amendment would legally bind corporations to broader societal obligations—not just profit or shareholder value.
Extends requirements to all forms of corporate entities. The new language broadens the definition of “corporations” to include LLCs, joint-stock companies, and any entity with corporate privileges, as well as out-of-state and foreign corporations doing business in New York, ensuring a level playing field and closing potential loopholes.
Empowers legal enforcement and dissolution. The amendment allows the state’s supreme court to dissolve or revoke the business authority of corporations violating the new code—either through state action (attorney general) or by shareholder lawsuit—giving real teeth to the standards and providing mechanisms for accountability.
Links corporate privileges to public good. By connecting the granting of corporate powers to a duty toward the health, safety, and welfare of New York’s people and communities, the bill could fundamentally reshape the expectations and legal obligations of corporate behavior in the state.
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Who cares
Headline styles
Hold Corporations Accountable in NY
Plain English, a few words. Used as the page title.
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History
- Enacting clause stricken
- To attorney-general for opinion
- Referred to corporations, authorities and commissions
- Opinion referred to judiciary
- To attorney-general for opinion
- Referred to corporations, authorities and commissions
Full text
2 pagesUnderlined is new[Struck] is removedOfficial text on nysenate.gov ↗
STATE OF NEW YORK
6017
2017-2018 Regular Sessions
IN ASSEMBLY
February 21, 2017
Introduced by M. of A. DINOWITZ -- read once and referred to the Committee on Corporations, Authorities and Commissions
CONCURRENT RESOLUTION OF THE SENATE AND ASSEMBLY proposing amendments to sections 1 and 4 of article 10 of the constitution, in relation to corporations
Section 1. Resolved (if the Senate concur), That section 1 of article 10 of the constitution be amended to read as follows:
Section 1. Corporations may be formed under general laws; but shall not be created by special act, except for municipal purposes, and in cases where, in the judgment of the legislature, the objects of the corporation cannot be attained under general laws. All general laws and special acts passed pursuant to this section may be altered from time to time or repealed.
On or before July first, two thousand twenty, the legislature shall enact, and may thereafter from time to time amend, a code of corporate responsibility. Such code shall set forth that, in recognition of the granting to corporations of certain powers and privileges which are not possessed by individuals or partnerships, corporations doing business in this state have certain responsibilities to the people and communities of this state. Such responsibilities shall include (a) the responsibility to do business in this state in a manner which promotes the economic security and development of the state, its communities, and its citizens, which protects the quality of the state's air and water, which provides safe and sanitary workplaces for its employees, and which refrains from the exercises of monopolistic or oligopolistic powers to increase prices and generate windfall profits; and (b) such other responsibilities as the legislature may deem appropriate and necessary to the promotion of the health, safety, and welfare of the people and communities of this state. The code of corporate responsibility, as enacted and from time to time amended by the legislature, may establish specific actions which may not be taken by corporations doing business in this state. All entities which have been formed under general or
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD89076-01-7
A. 6017 2
special laws of this state and which have any of the powers or privileges of corporations not possessed by individuals or partnerships, and all such entities which have been formed under the laws of other states and which are doing business in this state, shall conduct their activities in this state in accordance with such code of corporate responsibility.
§ 2. Resolved (if the Senate concur), That section 4 of article 10 of the constitution be amended to read as follows:
§ 4. The term corporations, as used in this section and in sections 1, 2, and 3 of this article, shall be construed to include all associations [and], joint-stock companies, limited liability companies, and other entities having any of the powers or privileges of corporations not possessed by individuals or partnerships. Corporations formed under the laws of other states or other countries may do business in this state; provided that they pay such registration fees and taxes, that they register with the secretary of state and with such other state officer or officers as the legislature may require by law, and that they agree to comply and do comply with all laws of this state with which corporations formed under the laws of this state must comply, except as otherwise provided by law. The supreme court may dissolve a corporation formed under the laws of this state or revoke the authority to do business in this state of a corporation formed under the laws of another state or country (a) in an action by the attorney general, if it is established that (i) the corporation obtained its certificate of incorporation or its authorization to do business in this state through fraud, or (ii) the corporation has exceeded or abused, on a continuing basis, the authority conferred upon it by law or it has violated the law, on a continuing basis, or (iii) the corporation has acted contrary to the public policy of the state, or (iv) the corporation has acted in a manner that is inconsistent with the code of corporate responsibility established pursuant to section 1 of this article or (b) in an action by a shareholder, if it is established that the directors or those in control of the corporation have acted, or are acting, or will act in a manner that is illegal, oppressive, or fraudulent. And all corporations shall have the right to sue and shall be subject to be sued in all courts in like cases as natural persons.
§ 3. Resolved (if the Senate concur), That the foregoing amendment be referred to the first regular legislative session convening after the next succeeding general election of members of the assembly, and, in conformity with section 1 of article 19 of the constitution, be published for 3 months previous to the time of such election.
Reflowed for reading: line numbers and page breaks removed. Cite the official text.
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