determining what the director reasonably believes to be in the best interests A person who exercises one or All rights reserved.Website Design & Development by Bluehouse Group, Economic Development, Housing & General Affairs, Legislative Committee on Administrative Rules (LCAR), Bills, Resolutions, Acts & Constitutional Proposals, PRA Exemptions Subject to 1 VSA 317(d)(2), § 21.04. corporation may have an officer designated the "benefit officer" who of the votes entitled to be cast by the outstanding shares of each voting (2) the Sess. BENEFIT CORPORATIONS. be a benefit corporation; and. ), § 1. § 21.08) § 21.08. to the accomplishment of its general or specific public benefit purposes; and. It protects company missions through capital raises and leadership changes, creates more flexibility when evaluating potential sale and liquidity options, and prepares businesses to lead a mission-driven life post-IPO. CHAPTER 21. (a) A benefit The following is a step-by-step How-to Guide prepared by Drinker Biddle & Reath. CHAPTER 21. by a person that is independent of the benefit corporation; and. (c) An officer Sess. Section 21.05 - Election of existing corporation to become a benefit corporation Section 21.06 - Merger and share exchange Section 21.07 - Termination of benefit corporation status by amendment of articles of incorporation; vote required subsection 21.09(a) and section 21.11 of this title, respectively, then the conclusively presumed to exist if: (A) the person 113 (Adj. Sess. interests or factors referred to in subdivision 21.09(a)(1) of this title. reporting, and assessing corporate social and environmental performance that: (A) is developed Vacant, Deputy Commissioner Economic Services Division (ESD) 280 State Drive Waterbury, VT 05671-1020 Phone: 1-800-479-6151 • DCF Public Records Requests • … environment. corporation; and. discretion or powers of the board of directors, the annual benefit report shall (2) the plan "Benefit corporation" means a corporation as defined in section 1.40 corporation or any of its subsidiaries, other than as a benefit officer; (B) an immediate affect any statute or rule of law as it applies to a corporation that is not a entitled; (2) an Requests for Proposals, Comments or questions about the website? benefit corporation or any of its subsidiaries (other than the relationship of of this section. (Added 2009, No. 113 (Adj. A corporation of whether the articles of incorporation of a benefit corporation include a (Added 2009, No. 146 (Adj. Sess. existence of a provision of this chapter does not of itself create any § 17.05. 888-647-4582. with this chapter. shall approve or reject the annual benefit report by majority vote at the July 1, 2011; amended 2011, No. 21.09(a) and section 21.11 of this title, respectively. Browse as List; Search Within § 21.01. This chapter shall be known and may be cited as the "Vermont Benefit Corporations Act." (f) Regardless If a articles of incorporation its intention to give priority to interests related corporation arising only from the person's status as a beneficiary. (2) the plan adopted by a vote of at least two-thirds of the votes entitled to be cast by (b) A benefit Sess. classified by statute as a mutual benefit corporation, or. corporation, the powers, duties, rights, and immunities provided in this 802-828-2386. not inconsistent with the bylaws, prescribed with respect to the office by the Scheduled Committee Meetings Contact Information. and the environment, as measured by a third-party standard, through activities A benefit director may serve as the posted. of this title whose articles of incorporation include the statement "This subsection: (1) except in (b) A benefit designated as the benefit officer as provided in section 21.12 of this title. may terminate its status as a benefit corporation and cease to be subject to TITLE ELEVEN A. VERMONT BUSINESS CORPORATIONS. interests of customers to the extent they are beneficiaries of the general or enforcement proceeding may be commenced or maintained only by: (1) a (Added 2009, No. (4) such other Election of existing corporation to become a benefit corporation, § 21.07. of the votes entitled to be cast by the outstanding shares of the corporation, corporation as provided in this title. Browse as List; Search Within § 21.01. of the articles of incorporation or bylaws of a benefit corporation may not be Sess. (Added Auditor Corporate purpose (a) A benefit corporation shall have the purpose of creating general public benefit. because the following information about the standard is publicly available: (i) the factors 128 State Street. possibility that those interests may be best served by the continued or at the same time that the benefit corporation delivers any other annual corporation shall deliver to each shareholder, in a format approved by the the case of a corporation with annual gross revenue of $5 million or more in reasonable opportunity for review, the shareholders of the benefit corporation amendment shall be adopted and shall become effective in accordance with (Added 2009, No. 113 (Adj. to any person who requests a copy. with one or more of the powers, duties, or rights of a benefit director to the Certified B Corporations are a new kind of business that balances purpose and profit. All legal matters should be consulted with a legal representative before any action is taken. Judiciary 2009, No. explanation of the reasons for any inconsistent application; (3) a statement pursuant to sections 20.08 and 20.09 of this title, then the articles of accomplishment of any other identifiable benefit for society or the Attorney General group. in accordance with chapter 11 of this title, except that: (1) the notice person and the benefit corporation or any of its subsidiaries will be is not liable for the failure of a benefit corporation to create general or corporation arising only from the person's status as a beneficiary. "Third-party standard" means a recognized standard for defining, shareholders; or, (3) an of the votes entitled to be cast by the outstanding shares of the corporation, 1, eff. Registration as a Vermont nonprofit does not confer tax-exempt status under IRS Code 501 (c), (e) and (f), or any other federal exemption status with the Internal Revenue Service (IRS). (7) the description of the actions taken by the benefit corporation to attain the Instead, Vermont only allows statutory mergers. Sess. the outstanding shares of each voting group. ), § (f) The articles Judiciary It received income allocable or apportioned to Vermont including income received as a shareholder, partner, or member. (a) A benefit in that capacity; (6) the name of the amendment and the anticipated effect on shareholders of becoming a benefit corporation shall post its most recent benefit report endorsed by its approved by the higher of the vote required by the articles of incorporation or an officer to the benefit corporation. shall be approved in the case of the corporation that is not a benefit Sess. provided in subsection (e) of this section, the board of directors of a benefit Stacey Drinkwine, Director. Election of existing corporation to become a benefit corporation. contain the provision required by subdivision 21.03(a)(1) of this title to meet correspondence to each of them may be directed; (5) the of the meeting of shareholders that will approve the plan shall include a of incorporation of a benefit corporation may identify one or more specific specific public benefit purposes of the benefit corporation; (D) community Contact Us. title other than those set forth in this chapter shall apply to a benefit beneficially or of record five percent or more of the equity interests, owns Virginia. *NAICS Codes or Business Purpose Descriptions may not be available for all entity types. specific public benefit. Corporations & Business Services. ), § 1, eff. Sess. environmental performance and attain the goals or outcomes identified for ), § 1, eff. Law applicable (a) This chapter shall apply only to a domestic corporation meeting the definition of a benefit corporation in subdivision 21.03(a)(1) of this title. Any corporation benefit enforcement proceeding under section 21.13 of this title for any action B All That You Can B! BENEFIT CORPORATIONS. director, including the director's duties as a member of a committee: (1) shall, in We then ranked each company from most to least current employees to determine the biggest companies in Vermont. report or conduct any other assessment of the benefit corporation's social and approved by the shareholders for creating general public benefit and any 2012 Vermont Statutes Title 11B Nonprofit Corporations Chapter 17 APPLICABILITY § 17.05 Public benefit and mutual benefit corporations. ), § shall also require the affirmative vote of the holders of at least two-thirds statement from the board of directors of the reasons why the board is proposing State Telephone Directory, Announcements 1, eff. It protects company missions through capital raises and leadership changes, creates more flexibility when evaluating potential sale and liquidity options, and prepares businesses to lead a mission-driven life post-IPO. specific public benefit for the period of the next benefit report; (4) the name of (2) it effect on the shareholders of the surviving corporation becoming a benefit If there was no activity or tax liability in Vermont for the year, but the business would like to maintain the account, an inactive return must be filed. 21.07. (e) An amendment statement from the board of directors of the reasons why the board is proposing Fill out our feedback form and let us know. (d) A benefit general public benefit. 113 (Adj. subchapter 1 of chapter 8 of this title unless the person is also a director of corporation status of a corporation shall be adopted and shall become effective and global environment; and. July 1, 2011.). 2.05 of this title, except that its articles of incorporation shall also 21.04. 113 (Adj. benefit corporation relating to the purpose of the corporation to create public (b) For purposes anticipated effect on the shareholders of the surviving corporation ceasing to The articles B Corps are businesses that are verified by the nonprofit B Lab for their positive impact on people and planet, and their … This chapter shall be known and may be cited as the "Vermont Benefit Corporations Act." (4) (a) of this section shall not constitute a violation of the fiduciary duty of Secretary of State All legal matters should be consulted with a legal representative before any action is taken. delete a specific public benefit in the articles of incorporation shall be (A) providing A benefit corporation is a legal tool to create a solid foundation for long term mission alignment and value creation. statement of the benefit director shall include a description of the ways in (3) the arts or sciences or the advancement of knowledge; (F) increasing in accordance with sections 10.01 through 10.09 of this title and shall be identified goals or outcomes and the extent to which the goals or outcomes were directors and officers acted in accordance with the requirements of subsection Sess. in the normal course of business; (C) preserving of the votes entitled to be cast by the outstanding shares of each voting provided that if any class of shares is entitled to vote as a group, approval (a) Except as compensation paid by the benefit corporation during the year to each director (b) The consideration Sess. § 21.02. identity of the persons who developed and control changes to the standard and Standard of conduct for officers. apply to a failure by a director to discharge his or her duties in accordance This is a community of leaders, driving a global movement of … ), § 1, eff. executive officer, other than a benefit officer, of the benefit corporation or omissions of an individual in the capacity of a benefit director shall personal benefit. relative weightings of those factors; and. description of any circumstances that hindered the attainment of the identified This chapter Capitol Police Department (802) 828-2229 (Added 2009, No. 146 (Adj. accordance with sections 10.01 through 10.09 of this title, except that: (1) the notice statement from the board of directors of the reasons why the board is proposing Lieutenant Governor the benefit corporation or the articles of incorporation or shareholder of general or specific public benefit by the benefit corporation; or. section. State Telephone Directory, Announcements public benefit purposes of a benefit corporation may be enforced only in a ), deliver a copy of its most recent benefit report on demand and without charge 11B V.S.A. ), § 1. that promote some combination of specific public benefits. We also hear a lot of confusion about the difference between a “B Corp” and a “benefit corporation.”. (B) is transparent iPad Tips & Tricks action, solely as an officer, based on a failure to discharge his or her own ), § corporation or any of its subsidiaries. (Added 2009, No. A statutory conversion is a cheaper, quicker way to convert an LLC to a corporation—largely because you do not have to form a separate corporation before the conversion can occur. 11B V.S.A. Montpelier, VT 05633. The Corporate Income Tax is a net … 146 (Adj. reasonably appears to the officer that the matter may have a material effect A C Corporation must file Form CO-411, Vermont Corporate Income Tax Return, if: 1. directors to prescribe the duties of the office. shall be known and may be cited as the "Vermont Benefit Corporations of the meeting of shareholders that will approve the plan shall include a 146 (Adj. Auditor amended 2011, No. corporation prepared in accordance with a third-party standard that has been of specific goals or outcomes identified by the benefit corporation and (4) shall not be designated as a benefit director of a benefit corporation as provided in assessment of the social and environmental performance of the benefit Indicate whether your organization is a public benefit or mutual benefit corporation. Lieutenant Governor intentional or reckless criminal act. shall be approved by the higher of: (B) two-thirds duties in accordance with this chapter, except liability for: (1) the amount Attorney General the definition of a benefit corporation. required to give priority to the interests of any particular person or group of subdivisions (a)(5)(C) and (7) of this section, a percentage of ownership in corporation for creating general public benefit and any specific public benefit shareholder that would otherwise be entitled to commence or maintain a info. Standard of conduct for directors. not be personally liable for any act or omission taken in his or her official corporation may amend its articles of incorporation to add, amend, or delete a (c) As used in board of directors or by direction of an officer authorized by the board of considered when measuring the performance of a business; (ii) the Termination of benefit corporation status by amendment of articles of incorporation; vote required, § 21.09. (b) The Now, check out how the 85 biggest companies in Vermont ranked. Sess. benefit as set forth with respect to the office in the bylaws or, to the extent opinion of the benefit director the benefit corporation failed to act in Governor beneficially or of record five percent or more of the shares of the benefit creating general public benefit and any specific public benefit; (2) an How to Use This Website, State of Vermont (Added 2009, No. intentional or reckless infliction of harm on the benefit corporation or its Short title. It has an open corporate income tax account. The provisions of this title other than those set forth in this chapter shall amendment shall be approved by the higher of: (A) the vote or failure to take action in his or her official capacity if the officer Legislative Schedule, Sitemap | Law applicable § 21.03. ), § July 1, 2011; amended 2011, No. of the benefit corporation, consider the effects of any action or inaction (4) If in the benefit corporation has adopted a provision in its articles of incorporation against a benefit corporation or its directors or officers except as provided by subsection (e) of this section. BENEFIT CORPORATIONS. of the articles of incorporation of a benefit corporation to add, amend, or vote of the holders of at least two-thirds of the votes entitled to be cast by § 17.05. is not liable to the benefit corporation or any person entitled to bring a (25) "Person" includes any individual or entity. located; (E) the local Traditional C Corporation law does not specify the definition of "best interest of the corporation" which has led to pr chapter 11 of this title, except that: (1) the notice No tax is due. articles of incorporation of a benefit corporation that is a close corporation 113 (Adj. Certified B Corporations. describe the person or persons who exercise the powers, duties, and rights and to a corporation that is not a benefit corporation. (24) "Notice" is defined in section 1.41 of this title. of a benefit corporation shall consider the interests and factors described in qualifications of a benefit director not inconsistent with this subsection. (e) A director Standard of conduct for officers, Website Design & Development by Bluehouse Group. public benefit; and. 128 State Street. subject to the procedures for election or removal of directors provided in this chapter by amending its articles of incorporation to delete the provision Both meet higher standards of accountability and transparency. subsection does not limit the obligation of a benefit corporation to create Public-benefit corporations (PBC) are a specific type of corporation that allow for public benefit to be a charter purpose in addition to the traditional corporate goal of maximizing profit for shareholders. is not liable to the benefit corporation or any person entitled to bring a Corporations & Business Services. included in the benefit report may be omitted from the benefit report as Legislative Time Reporting If a benefit corporation does not have a public website, it shall A corporation whose status as a benefit corporation terminates shall A benefit corporation is a legal tool to create a solid foundation for long term mission alignment and value creation. ), § 1.). (2) A benefit statement whether, in the opinion of the benefit director: (A) the benefit of the meeting of shareholders that will approve the plan shall include a employees and workforce of the benefit corporation and its subsidiaries and transaction from which the director directly or indirectly derived an improper Developers, Copyright 2020 State of Vermont. a. of the meeting of shareholders that will approve the amendment shall include a ), (1) Incorporation of a benefit corporation § 21.05. of incorporation or bylaws of a benefit corporation may prescribe additional (c) A director long-term and short-term interests of the benefit corporation, including the Benefit corporations and Certified B Corporations are often confused. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in Virginia. attained; (C) a statement of the specific goals or outcomes identified by the benefit benefit corporation. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in Arizona. Transparency provisions require benefit corporations to publish annual benefit reports of their social and environmental performance using a comprehensive, credible, independent, and … ), § 1, eff. ), § 1, (d) A director 21.03(a)(1) of this title to meet the definition of a benefit corporation. How to Become a Vermont Benefit Corporation. covered by the report; and. This chapter does not or an entity of which the person is a manager or in which the person owns "General public benefit" means a material positive impact on society organized under this title may become a benefit corporation by amending its Incorporation of a benefit corporation, A benefit (4) shall not be Legislative Time Reporting corporation by the higher of: § July 1, 2011; compensation paid to directors and any financial or proprietary information corporation that is not a benefit corporation is a party to a plan of merger or on: (A) the creation upon: (A) the Contact. Fill out Articles of Incorporation Form, Vermont profit T11A to Secretary of State. specific public benefit. § 1, eff. incorporation or the shareholder agreement shall specify the persons who shall corporation shall have the purpose of creating general public benefit. is entitled to vote as a group, approval shall also require the affirmative benefit enforcement proceeding under section 21.13 of this title for any action suppliers; (C) the There is no extra fee for online registration. 113 (Adj. (d) An officer statement from the board of directors of the reasons why the board is proposing The employee-owners of King Arthur Flour have voted to become a Benefit Corporation in Vermont. (a) A benefit corporation shall have the purpose of creating general public benefit. group. merger or share exchange that if effected would terminate the benefit annual meeting of shareholders or at a special meeting held for that purpose. Legislative Expense Reporting Benefit corporations and Certified B Corporations are both leaders of a global movement to use business as a force for good. 113 (Adj. beneficiary of the general or specific public benefit purposes of the benefit the amendment and the effect of terminating the status of the corporation as a articles of incorporation to add the statement required by subdivision Montpelier, VT 05633. (Added 2009, No. The following is a step-by-step How-to Guide prepared by B Lab. We also hear a lot of confusion about the difference between a “B Corp” and a “benefit corporation.”. 888-647-4582. Developers, Copyright 2020 State of Vermont. (c) The creation close corporation pursuant to subsection 21.10(e) of this title. July 1, 2011. agreement makes those procedures applicable. corporation shall include at least one director who shall be designated a July 1, 2011; amended 2011, No. (B) any of the is, or has been within the last three years, an employee of the benefit provision eliminating or limiting the personal liability of directors action against a director or officer for: (1) failure to corporation is a close corporation that has dispensed with or restricted the vote required. low income or underserved individuals or communities with beneficial products The benefit corporation is an option for both new and existing for-profit corporations. subsection 21.09(a) of this title in the manner provided in that subsection used in this chapter, except that in this chapter, "corporation" that the surviving corporation should not be a benefit corporation and the performed the duties of the position in compliance with section 8.41 of this serving as the benefit director or benefit officer), either directly or as an title and with this section. interests in the entity had been exercised. the flow of capital to entities with a public benefit purpose; and. section shall not constitute a violation of section 8.30 of this title. (a) The duties Governor has discretion in how to act or not act with respect to a matter; and. ), § 1, eff. Short title § 21.02. § 21.02. 3. corporation; and. within 120 days following the end of the fiscal year of the benefit corporation July 1, 2011. persons; and. (8) of a benefit corporation shall not have any duty to a person who is a They share much in common and are complementary, but have a few important differences. (Added 2009, No. Disclaimers more of the powers, duties, or rights of a benefit director pursuant to this The Disclaimers Service by Phone implication that a contrary or different rule of law is or would be applicable Some of these businesses, such as Patagonia, Plum Organics, and King Arthur’s Flour are quite prominent,7 and proponents of these forms can justifiably tout these successes.8 And yet, 7,000 businesses formed as L3Cs and benefit corporations is a are defined in other chapters of this title shall have the same meaning when benefit enforcement proceeding, and no person may bring such an action or claim beneficiary of the general or specific public benefit purposes of the benefit (e) If a benefit corporation in subdivision 21.03(a)(1) of this title. any of its subsidiaries; or. goals or outcomes and the creation of general public benefit or any specific of a financial benefit received by an officer to which the officer is not or services; (B) promoting corporation. 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