(6) UNITED STATES CORPORATION.—The term 
‘‘United States corporation’’ means a large entity 
with respect to which the Office has granted a char-
ter under section 3. 
SEC. 3. OFFICE OF UNITED STATES CORPORATIONS. 
(a) ESTABLISHMENT.—There is established within 
the Department of Commerce the Office of United States 
Corporations. 
(b) DIRECTOR.— 
(1) ESTABLISHMENT OF POSITION.—There is 
established the position of Director of the Office, 
who shall be the head of the Office. 
(2) APPOINTMENT; TERM.— 
(A) APPOINTMENT.—Except as provided in 
subparagraph (E), the Director shall be ap-
pointed by the President, by and with the ad-
vice and consent of the Senate, from among in-
dividuals who are citizens of the United States. 
(B) TERM.—The Director shall be ap-
pointed for a term of 4 years, unless removed 
before the end of that term by the President. 
(C) VACANCY.—A vacancy in the position 
of Director that occurs before the expiration of 
the term for which a Director was appointed 
shall be filled in the manner established under 
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subparagraph (A), and the Director appointed 
to fill that vacancy shall be appointed only for 
the remainder of that term. 
(D) SERVICE AFTER END OF TERM.—An 
individual may serve as the Director after the 
expiration of the term for which the individual 
was appointed until a successor has been ap-
pointed. 
(E) INITIAL DIRECTOR.—The Secretary of 
Commerce shall appoint an individual to serve 
as the Director until an individual is appointed 
to serve as the Director in accordance with sub-
paragraph (A). 
(c) DUTIES.—The Office shall— 
(1) review and grant charter applications for 
large entities; 
(2) monitor whether large entities have ob-
tained a charter in accordance with this Act; 
(3) except as provided in paragraph (4)(B), 
refer any violation of this Act to the appropriate 
Federal agency for enforcement with respect to that 
violation; and 
(4) when appropriate— 
(A) rescind the charters of United States 
corporations under section 4(b); 
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(B) revoke the charters of United States 
corporations 
under 
sections 
6(c)(2)(B)(ii), 
8(c)(2), and 9; and 
(C) issue rules to prevent entities from 
taking action to intentionally avoid qualifying 
as large entities. 
(d) DISCLOSURE OF TAXPAYER IDENTITY INFORMA-
TION FOR USE BY OFFICE.— 
(1) IN GENERAL.—Section 6103(m) of the In-
ternal Revenue Code of 1986 is amended by adding 
at the end the following: 
‘‘(8) OFFICE
OF
UNITED
STATES
CORPORA-
TIONS.—Upon written request by the Director of the 
Office of United States Corporations, the Secretary 
shall disclose taxpayer identity information to offi-
cers and employees of the Office of United States 
Corporations solely for purposes of identifying any 
taxpayer that satisfies the requirement under section 
2(2)(A)(iii) or 4(b) of the Accountable Capitalism 
Act for the most recent taxable year for which infor-
mation is available.’’. 
(2) EFFECTIVE DATE.—The amendment made 
by this subsection shall take effect on the date of en-
actment of this Act. 
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SEC. 4. REQUIREMENT FOR LARGE ENTITIES TO OBTAIN 
CHARTERS. 
(a) LARGE ENTITIES.— 
(1) IN GENERAL.—An entity that is organized 
as a corporation, body corporate, body politic, joint 
stock company, or limited liability company in a 
State shall obtain a charter from the Office as fol-
lows: 
(A) If the entity is a large entity with re-
spect to the most recently completed taxable 
year of the entity before the date of enactment 
of this Act, the entity shall obtain the charter 
not later than 2 years after the date of enact-
ment of this Act. 
(B) If the entity is a large entity with re-
spect to any taxable year of the entity that be-
gins after the date of enactment of this Act, the 
entity shall obtain the charter not later than 1 
year after the last day of that taxable year. 
(2) FAILURE TO OBTAIN CHARTER.—An entity 
to which paragraph (1) applies and that fails to ob-
tain a charter from the Office as required under 
that paragraph shall not be treated as a corporation, 
body corporate, body politic, joint-stock company, or 
limited liability company, as applicable, for the pur-
poses of Federal law during the period beginning on 
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the date on which the entity is required to obtain a 
charter under that paragraph and ending on the 
date on which the entity obtains the charter. 
(b) RESCISSIONS.— 
(1) IN GENERAL.—An entity that has obtained 
a charter as a United States corporation and, with 
respect to a subsequent taxable year of the entity, 
is not a large entity may file a petition with the Of-
fice to rescind the charter of the United States cor-
poration. 
(2) DETERMINATION.—Not later than 180 days 
after the date on which the Office receives a petition 
that an entity files under paragraph (1), the Office 
shall grant the petition if the Office determines that 
the entity, with respect to the most recently com-
pleted taxable year of the entity preceding the date 
on which the petition was filed, was not a large enti-
ty. 
SEC. 5. RESPONSIBILITIES OF UNITED STATES CORPORA-
TIONS. 
(a) DEFINITIONS.—In this section: 
(1) GENERAL
PUBLIC
BENEFIT.—The term 
‘‘general public benefit’’ means a material positive 
impact on society resulting from the business and 
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operations of a United States corporation, when 
taken as a whole. 
(2) 
SUBSIDIARY.—The 
term 
‘‘subsidiary’’ 
means, with respect to a person, an entity in which 
the person owns beneficially or of record not less 
than 50 percent of the outstanding equity interests 
of the entity, calculated as if all outstanding rights 
to acquire equity interests in the entity had been ex-
ercised. 
(b) CHARTER REQUIREMENTS.— 
(1) IN GENERAL.—The charter of a large entity 
that is filed with the Office shall state that the enti-
ty is a United States corporation. 
(2) CORPORATE PURPOSES.—A United States 
corporation shall have the purpose of creating a gen-
eral public benefit, which shall be— 
(A) identified in the charter of the United 
States corporation; and 
(B) in addition to the purpose of the 
United States corporation under the articles of 
incorporation in the State in which the United 
States corporation is incorporated, if applicable. 
(c) STANDARD OF CONDUCT FOR DIRECTORS AND 
OFFICERS.— 
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(bb) the subsidiaries of the 
United States corporation; and 
(cc) the suppliers of the 
United States corporation; 
(III) the interests of customers 
and subsidiaries of the United States 
corporation as beneficiaries of the 
general public benefit purpose of the 
United States corporation; 
(IV) community and societal fac-
tors, including those of each commu-
nity in which offices or facilities of the 
United States corporation, subsidi-
aries of the United States corporation, 
or suppliers of the United States cor-
poration are located; 
(V) the local and global environ-
ment; 
(VI) the short-term and long- 
term interests of the United States 
corporation, including— 
(aa) benefits that may ac-
crue to the United States cor-
poration 
from 
the 
long-term 
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plans of the United States cor-
poration; and 
(bb) 
the 
possibility 
that 
those interests may be best 
served by the continued inde-
pendence of the United States 
corporation; and 
(VII) the ability of the United 
States corporation to accomplish the 
general public benefit purpose of the 
United States corporation; 
(ii) may consider— 
(I) other pertinent factors; or 
(II) the interests of any other 
group that are identified in the arti-
cles of incorporation in the State in 
which the United States corporation is 
incorporated, if applicable; and 
(iii) shall not be required to give pri-
ority to a particular interest or factor de-
scribed in clause (i) or (ii) over any other 
interest or factor. 
(2) STANDARD OF CONDUCT FOR OFFICERS.— 
Each officer of a United States corporation shall 
balance and consider the interests and factors de-
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scribed in paragraph (1)(B)(i) in the manner de-
scribed in paragraph (1)(B)(iii) if— 
(A) the officer has discretion to act with 
respect to a matter; and 
(B) it reasonably appears to the officer 
that the matter may have a material effect on 
the creation by the United States corporation of 
a general public benefit identified in the charter 
of the United States corporation. 
(3) EXONERATION
FROM
PERSONAL
LIABIL-
ITY.—Except as provided in the charter of a United 
States corporation, neither a director nor an officer 
of a United States corporation may be held person-
ally liable for monetary damages for— 
(A) any action or inaction in the course of 
performing the duties of a director under para-
graph (1) or an officer under paragraph (2), as 
applicable, if the director or officer was not in-
terested with respect to the action or inaction; 
or 
(B) the failure of the United States cor-
poration to pursue or create a general public 
benefit. 
(4) LIMITATION ON STANDING.—Neither a di-
rector nor an officer of a United States corporation 
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shall have any duty to a person that is a beneficiary 
of the general public benefit purpose of the United 
States corporation because of the status of the per-
son as such a beneficiary. 
(5) BUSINESS JUDGMENTS.—A director or an 
officer of a United States corporation who makes a 
business judgment in good faith shall be deemed to 
have fulfilled the duty of the director under para-
graph (1) or the officer under paragraph (2), as ap-
plicable, if the director or officer— 
(A) is not interested in the subject of the 
business judgment; 
(B) is informed with respect to the subject 
of the business judgment to an extent that the 
director reasonably believes to be appropriate 
under the circumstances; and 
(C) rationally believes that the business 
judgment is in the best interests of the United 
States corporation. 
(d) RIGHT OF ACTION.— 
(1) LIMITATION
ON
LIABILITY
OF
CORPORA-
TION.—A United States corporation shall not be lia-
ble for monetary damages under this section for any 
failure of the United States corporation to pursue or 
create a general public benefit. 
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(2) STANDING.—A proceeding to enforce the re-
quirements of this section may be commenced or 
maintained only— 
(A) directly by the United States corpora-
tion to which the proceeding applies; or 
(B) derivatively, under the laws of the 
State in which the United States corporation is 
organized, by a person, or a group of persons, 
that own— 
(i) beneficially or of record not less 
than 2 percent of the total number of 
shares of a class or series outstanding at 
the time of the act or omission that is the 
subject of the proceeding; or 
(ii) beneficially or of record not less 
than 5 percent of the outstanding equity 
interests in an entity of which the United 
States corporation is a subsidiary at the 
time of the act or omission that is the sub-
ject of the proceeding. 
(3) RULE OF CONSTRUCTION REGARDING BEN-
EFICIAL OWNERSHIP.—For the purposes of this sub-
section, a person shall be construed to be the bene-
ficial owner of shares or equity interests if the 
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shares or equity interests are held in a voting trust 
or by a nominee on behalf of the person. 
(e) APPLICATION.— 
(1) RULE OF CONSTRUCTION REGARDING GEN-
ERAL
CORPORATE
LAW.—Nothing in this section 
may be construed to affect any provision of law that 
is applicable to a corporation, body corporate, body 
politic, joint stock company, or limited liability com-
pany, as applicable, that is not a United States cor-
poration. 
(2) APPLICABILITY OF OTHER LAWS.— 
(A) STATE LAW.—Except as otherwise pro-
vided in this section, the law of the State in 
which a United States corporation is organized 
shall apply with respect to the United States 
corporation. 
(B) FEDERAL LAW.—If any provision of 
Federal law is inconsistent with the require-
ments of this section with respect to a United 
States corporation, the requirements of this sec-
tion shall supersede that provision. 
(3) ORGANIC RECORDS.—A provision of the ar-
ticles of incorporation in the State in which a United 
States corporation is incorporated, if applicable, or 
in the bylaws of a United States corporation may 
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(II) may collect the penalty de-
scribed in subclause (I) beginning on 
the day after the date on which that 
180-day period ends; and 
(ii) the Office may revoke the charter 
of the United States corporation. 
SEC. 7. EXECUTIVE COMPENSATION. 
(a) DEFINITIONS.—In this section: 
(1) COVERED
PERSON.—The term ‘‘covered 
person’’ means an officer or a director of a United 
States corporation. 
(2) EQUITY SECURITY.—The term ‘‘equity secu-
rity’’ has the meaning given the term in section 3(a) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)). 
(3) RULE 10B–18 PURCHASE.—The term ‘‘Rule 
10b–18 purchase’’ has the meaning given the term 
in section 240.10b–18(a) of title 17, Code of Federal 
Regulations, as in effect on the date of enactment of 
this Act. 
(4) SUBJECT
SECURITY.—The term ‘‘subject 
security’’ means any— 
(A) equity security of a United States cor-
poration; or 
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(B) security, the value of which is derived 
from, or that otherwise relates to, an equity se-
curity described in subparagraph (A). 
(b) SALE OF SUBJECT SECURITIES.— 
(1) PROHIBITIONS.—Subject to paragraph (2), 
no covered person with respect to a United States 
corporation may— 
(A) during the 5-year period that begins 
on the date on which the covered person first 
owns or beneficially owns a subject security 
with respect to that United States corporation 
(or an affiliate of that United States corpora-
tion), sell, transfer, pledge, assign, alienate, or 
hypothecate, in exchange for value, that subject 
security, other than— 
(i) in connection with the sale of the 
United States corporation or the affiliate, 
as applicable; or 
(ii) through— 
(I) a will; or 
(II) the laws of descent or dis-
tribution; or 
(B) during the 3-year period that begins 
on the date on which that United States cor-
poration, or an affiliate of that United States 
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corporation, effects a Rule 10b–18 purchase, 
sell any subject security with respect to that 
United States corporation. 
(2) APPLICATION.—The prohibition under para-
graph (1) shall not apply with respect to any subject 
security that a covered person owns or beneficially 
owns on the day before the date of enactment of this 
Act. 
(c) ENFORCEMENT.—The Securities and Exchange 
Commission may impose on any covered person that vio-
lates subsection (b) a civil penalty in an amount that is— 
(1) not less than the fair market value of the 
subject securities of which the covered person dis-
poses in violation of that subsection, as measured on 
the date on which the covered person makes the dis-
position; and 
(2) not more than the amount that is 3 times 
the fair market value of the subject securities of 
which the covered person disposes in violation of 
that subsection, as measured on the date on which 
the covered person makes the disposition. 
(d) RULE OF CONSTRUCTION.—For the purposes of 
this section, a subject security is beneficially owned by a 
covered person if— 
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(1) the subject security is held in the name of 
a bank, broker, or nominee for the account of the 
covered person; 
(2) the subject security is held as a joint ten-
ant, tenant in common, or tenant by the entirety or 
as community property by the covered person; or 
(3) the covered person has a pecuniary interest, 
by reason of any contract, understanding, or rela-
tionship, including an immediate family relationship 
or arrangement, in subject securities held in the 
name of another person. 
SEC. 8. POLITICAL SPENDING. 
(a) DEFINITIONS.—In this section: 
(1) ELECTIONEERING
COMMUNICATION.—The 
term ‘‘electioneering communication’’ has the mean-
ing given the term in section 304(f)(3) of the Fed-
eral Election Campaign Act of 1971 (52 U.S.C. 
30104(f)(3)), except that the term ‘‘any public com-
munication’’ shall be substituted for ‘‘any broadcast, 
cable, or satellite communication’’ in the matter pre-
ceding subclause (I) of subparagraph (A)(i) of such 
section 304(f)(3). 
(2) INDEPENDENT
EXPENDITURE.—The term 
‘‘independent expenditure’’ means an expenditure, as 
that term is defined in section 301 of the Federal 
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Election Campaign Act of 1971 (52 U.S.C. 30101), 
by a person that expressly advocates the election or 
defeat of a clearly identified candidate, or is the 
functional equivalent of express advocacy because, 
when taken as a whole, the expenditure can be inter-
preted by a reasonable person only as advocating the 
election or defeat of a candidate, taking into account 
whether the communication involved— 
(A) mentions a candidacy, a political party, 
or a challenger to a candidate; or 
(B) takes a position on character, quali-
fications, or fitness for office of a candidate. 
(3) POLITICAL EXPENDITURE IN SUPPORT OF 
OR IN OPPOSITION TO ANY CANDIDATE FOR FED-
ERAL, STATE, OR LOCAL PUBLIC OFFICE.—The term 
‘‘political expenditure in support of or in opposition 
to any candidate for Federal, State, or local public 
office’’ means an expenditure or series of expendi-
tures totaling more than $10,000 for any single can-
didate during any single election that— 
(A)(i) is an independent expenditure; or 
(ii) with respect to a candidate for State or 
local public office, would be treated as an inde-
pendent expenditure if the candidate were a 
candidate for Federal public office; 
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(B)(i) is an electioneering communication; 
or 
(ii) with respect to a candidate for State or 
local public office, would be treated as an elec-
tioneering communication if the candidate were 
a candidate for Federal public office; or 
(C) are dues or other payments, disburse-
ments, or transfers to any other person that— 
(i) are, or could reasonably be antici-
pated to be, used or transferred to another 
association or organization for the pur-
poses described in subparagraph (A) or 
(B); and 
(ii) are not investments or payments, 
disbursements, or transfers made in com-
mercial transactions in the ordinary course 
of any trade or business. 
(b) SHAREHOLDER AND DIRECTOR APPROVAL.—A 
United States corporation may not make a political ex-
penditure in support of or in opposition to any candidate 
for Federal, State, or local public office unless— 
(1) not less than 75 percent of the shareholders 
of the corporation and not less than 75 percent of 
the directors of the corporation approve of the ex-
penditure; and 
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(2) the approvals required under paragraph (1) 
occur— 
(A) before the date on which the expendi-
ture is made or obligated; and 
(B) after the date on which the share-
holders and directors described in that para-
graph have been informed regarding the precise 
nature of the proposed expenditure, including— 
(i) the amount of the proposed ex-
penditure; and 
(ii) the candidate and election to 
which the proposed expenditure relates. 
(c) ENFORCEMENT.— 
(1) SHAREHOLDER SUIT.—A shareholder of a 
United States corporation may bring a civil action in 
an appropriate district court of the United States to 
enjoin a United States corporation from making a 
political expenditure in support of or in opposition to 
any candidate for Federal, State, or local public of-
fice that violates the requirements under subsection 
(b). 
(2) REVOCATION
OF
CHARTER.—The Office 
may revoke the charter of a United States corpora-
tion that knowingly or repeatedly violates the re-
quirements under subsection (b). 
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SEC. 9. PETITION FOR REVOCATION OF CHARTER. 
(a) FILING OF REVOCATION PETITION.—The attor-
ney general of a State may file a petition with the Office 
to revoke the charter of a United States corporation that 
is organized in that State or that does business in that 
State. 
(b) TIMING OF RESPONSE AND DECISION.—If a rev-
ocation petition is filed under subsection (a) with respect 
to a United States corporation— 
(1) not later than 180 days after the date on 
which the petition is filed, the United States cor-
poration may file a response that explains why re-
voking the charter of the United States corporation 
is not justified in consideration of the factors de-
scribed in subsection (c)(2); and 
(2) the Director shall issue a ruling with re-
spect to the petition not later than 180 days after 
the earlier of the date that is— 
(A) 180 days after the date on which the 
petition is filed; or 
(B) the date on which the corporation files 
a response under paragraph (1). 
(c) GRANTING REVOCATION PETITION.— 
(1) IN GENERAL.—The Director, with the ap-
proval of the Secretary of Commerce, and after con-
sideration of the factors described in paragraph (2), 
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may grant a revocation petition that is filed under 
subsection (a). 
(2) FACTORS.—In determining whether to 
grant a revocation petition under paragraph (1) with 
respect to a United States corporation, the Director 
shall consider whether the United States corpora-
tion— 
(A) has engaged in repeated, egregious, 
and illegal misconduct that has caused signifi-
cant harm to— 
(i) the customers, employees, share-
holders, or business partners of the United 
States corporation; or 
(ii) the communities in which the 
United States corporation operates; and 
(B) has not undertaken measures to ad-
dress the causes of the misconduct described in 
subparagraph (A), such as terminating the em-
ployment of any officer or executive of the 
United States corporation who oversaw that 
misconduct. 
(3) REVIEW
OF
GRANTING
OF
PETITION.—A 
decision by the Director to grant a revocation peti-
tion under this subsection— 
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(A) shall be subject to judicial review 
under section 706 of title 5, United States 
Code; and 
(B) shall not be subject to the procedure 
for congressional disapproval under section 802 
of title 5, United States Code. 
(d) REVOCATION
OF CHARTER.—If the Director 
grants a revocation petition under subsection (c) with re-
spect to a United States corporation, the Office shall re-
voke the charter of that corporation, which shall be effec-
tive beginning on the date that is 1 year after the date 
on which the Director grants the petition. 
(e) RULEMAKING.—The Director may issue any rules 
that are necessary to carry out this section. 
SEC. 10. SEVERABILITY. 
If any provision of this Act, or any application of that 
provision to any person or circumstance, is held to be in-
valid, the remainder of the provisions of this Act and the 
application of any such provision to any other person or 
circumstance shall not be affected. 
Æ 
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