Model Business Corporation Act Resource Center

The Model Business Corporation Act Resource Center provides easy access to the current version of the Model Business Corporation Act (MBCA) and various resource materials related to the MBCA. The MBCA is a Model Act promulgated and periodically amended by the ABA Business Law Section’s Corporate Laws Committee.

MBCA Enactment Map

• MBCA Enactments by States

MBCA Current Version

• Current Version of the MBCA
  • Official Text with Official Comment (.pdf)
  • Official Text (Word)

Recommended Books and Other Publications

• Corporate Director's Guidebook, Seventh Edition
• Legal Guidebook for Closely Held Corporations
• Handbook for the Conduct of Shareholders' Meetings, Third Edition
• Model Business Corporation Act Annotated, Fifth Edition
• Model Business Corporation Act (2016 Revision): Official Text with Official Comment & Statutory Cross-References
• Model Nonprofit Corporation Act, 4th Edition
• Annotated Certificate of Designations for Preferred Stock of a Public Company (2013)

MBCA Enactment Toolkit

• “Why Your Jurisdiction Should Adopt the Current Revision of the MBCA”
• MBCA Current Version
  • Current Version with Official Comment (.pdf)
  • Current Version, Blackletter without Official Comment (Word)

Amendments to the MBCA—Proposed and Adopted by the Committee (with Committee Reports)

The Committee accomplishes much of its work through task forces that are assigned to review and offer proposed amendments to the MBCA, including the Official Comment on each section. The amendments may include significant revisions of the MBCA, such as the 2016 Revision. Proposed amendments are presented to the Committee at a first reading. After deliberation by the Committee, which may include referring matters back to the task force, the Committee adopts the proposed amendment at the second reading. After the second reading, the Committee publishes the proposed amendment in The Business Lawyer and invites comments. After expiration of the comment period and the Committee’s consideration of comments received, the Committee considers the amendment on a third reading. If adopted by the Committee on the third and final reading, the amendment is adopted and published in The Business Lawyer. Upon adoption, the amendment becomes part of the MBCA.

View all committee reports on MBCA Amendments.

MBCA Newsletters

• Winter 2023
• Winter 2022
• Summer 2021
• View archived newsletters

Recent State MBCA Enactments and Amendments

• Alabama:
  • The New and Improved Alabama Business Corporation Law by W. Clark Goodwin (2019).

• Colorado:
  • 2019 Colorado Business Law Updates--The Colorado Business Corporation Act and the Colorado Corporations and Associations Act, by Avi Lowenstein and Herrick K. Lidstone Jr.
• Florida:
  • Proposal to Modify Chapter 607 of the Florida Statutes with Commentary (September 25, 2018) (Florida Business Corporation Act
  • Summary of Recently Adopted Changes to the Florida Business Corporation Act and Harmonizing Changes to Other Florida Entity Statutes, Part I by Philip Schwartz and Gary I. Teblum
  • Summary of Recently Adopted Changes to the Florida Business Corporation Act (Chapter 607) and Harmonizing Changes to Other Florida Entity Statutes, Part II by Philip Schwartz and Gary I. Teblum
• Iowa
  • Iowa Business Corporation Act, the First Comprehensive of Iowa’s Business Corporation Act in Over 30 Years by Willard L. Boyd III and David s. Walker
  • Text of House File 844
• North Carolina
  • Recent Revisions to the North Carolina Business Corporation Act by Heyward Armstrong, Dave Clement and Justin Truesdale

Prior Versions of the MBCA

• 2016 Version
  
• 2013 Version
• 1984 Revision
• 1969 Revision
• 1950 Version

Upcoming MBCA Programs

Check out the Corporate Laws Committee page for events and programs. 

Prior MBCA Workshops and CLE Programs

• The “New” Model Business Corporation Act:  Why States Should Adopt It (October 2, 2017)
• Ratifying Defective Corporate Acts (March 29, 2019).

Model Nonprofit Corporation Act

• The new fourth edition of the Model Nonprofit Corporation Act (“MNCA”), adopted by the Committee on Nonprofit Organizations of the Business Law Section, is based in large measure on the MBCA. 

• The Fourth Edition includes the new and revised provisions of the 2016 Revision of the MBCA and the changes to the MBCA since the 2016 Revision, with some modifications based on the unique nature of nonprofit corporations.

• Since its genesis, the MNCA has tracked the MBCA but diverged where appropriate, e.g., in the realm of shareholders. The Fourth Edition, too, generally tracks the MBCA, including the numbering system and sequence of provisions and a simplified Official Comment. 

• Many state nonprofit corporation acts are based on earlier editions of the Model Nonprofit Corporation Act. The Fourth Edition provides an up-to-date model statute that accounts for the various types of nonprofit corporations in existence today.

White Papers and Other Resource Materials

View all white papers and other materials.

MBCA State Liaisons

State Liaisons to the Corporate Laws Committee keep the Committee abreast of corporate law developments in their respective states (primarily amendments of corporation laws and other legislation and important judicial decisions relating to corporation laws).  The Committee endeavors to keep State Liaisons abreast of amendments of the MBCA and solicits their comments from time to time with respect to proposed amendments and other matters.