(a)  A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under § 7-1.2-301.

Terms Used In Rhode Island General Laws 7-5.3-6

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Benefit corporation: means a corporation for profit with purposes set forth in § 7-5. See Rhode Island General Laws 7-5.3-2
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • General public benefit: means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation. See Rhode Island General Laws 7-5.3-2
  • Minimum status vote: means :

    (i)  In the case of a corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:

    (A)  The shareholders of every class or series shall be entitled to vote as a class on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series. See Rhode Island General Laws 7-5.3-2

  • Specific public benefit: includes :

    (i)  Providing low-income or underserved individuals or communities with beneficial products or services;

    (ii)  Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;

    (iii)  Protecting or restoring the environment;

    (iv)  Improving human health;

    (v)  Promoting the arts, sciences, or advancement of knowledge;

    (vi)  Increasing the flow of capital to entities with a purpose to benefit society or the environment; and

    (vii)  Conferring any other particular benefit on society or the environment. See Rhode Island General Laws 7-5.3-2

(b)  The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under § 7-1.2-301 and subsection (a). The identification of a specific public benefit under this subsection does not limit the purpose of a benefit corporation to create general public benefit under subsection (a).

(c)  The creation of general public benefit and specific public benefit under subsections (a) and (b) is in the best interests of the benefit corporation.

(d)  A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective, the amendment must be adopted by at least the minimum status vote.

History of Section.
P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.