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2011 SESSION

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HB 2358 Benefit corporations; definition, requirements.

Introduced by: Jennifer L. McClellan | all patrons    ...    notes | add to my profiles | history

SUMMARY AS PASSED HOUSE:

Benefit corporations.  Authorizes a Virginia stock corporation to elect to be a benefit corporation. A benefit corporation is required to have, as one of its purposes, the purpose of creating a general public benefit, which is defined as a material positive impact on society and the environment taken as a whole, as measured by a third-party standard, from the business and operations of a benefit corporation. In addition, a benefit corporation may have the purpose of creating one or more specific public benefits, which include providing low-income or underserved individuals or communities with beneficial products or services; promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business; preserving the environment; improving human health; promoting the arts, sciences, or advancement of knowledge; increasing the flow of capital to entities with a public benefit purpose; and conferring any other particular benefit on society or the environment. In discharging their duties and considering the best interests of the benefit corporation, the board of directors and individual directors consider the effects of any corporate action on shareholders, employees, customers, and other persons and issues. A benefit corporation shall deliver to shareholders an annual report describing the ways in which the corporation generally pursued its general public benefit and related matters. A copy of the report shall be posted on the corporation's website.

SUMMARY AS INTRODUCED:

Benefit corporations.  Authorizes a Virginia stock corporation to elect to be a benefit corporation by including in its articles of incorporation, or amending existing articles to include, a statement that the corporation is a benefit corporation. A benefit corporation is required to have the purpose of creating a general public benefit, which is defined as a material positive impact on society and the environment taken as a whole, as measured by a third-party standard, from the business and operations of a benefit corporation. In addition, a benefit corporation may have the purpose of creating one or more specific public benefits, which include providing low-income or underserved individuals or communities with beneficial products or services; promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business; preserving the environment; improving human health; promoting the arts, sciences, or advancement of knowledge; increasing the flow of capital to entities with a public benefit purpose; and conferring any other particular benefit on society or the environment. In determining what the director of such a corporation reasonably believes to be in the best interests of the corporation, he is required to consider the effects of any action on shareholders, and other persons and issues. A benefit corporation shall deliver to shareholders an annual report describing the ways in which the corporation generally pursued its general public benefit and related matters. A copy of the report shall be filed with the State Corporation Commission. A benefit corporation's status as such will be revoked if the report is not filed for two consecutive years.