The First European Benefit Corporation: blurring the lines between ‘social’ and ‘business’

By ESELA Posted 30/06/2016

In December 2015, the Italian parliament passed the “Stability Act of 2016”, thereby creating the “Società Benefit”, an innovative company for entrepreneurs looking to pursue a social and business purpose. The characteristics of the Italian “Società Benefit” are very similar to a US Benefit Corporation – a legal entity introduced in 30 jurisdictions in the USA. Even though the Italian equivalent of the Benefit Corporation has adopted the three main characteristics of a US Benefit Corporation, there are still quite a few differences between the Italian Benefit Corporation and the US Benefit Corporation. First of all, the “Società Benefit” must list in its bylaws the specific benefit activities related to the general social purpose. Secondly, the annual report must be more detailed than the US Benefit Corporation. Moreover, no limitation of liability clause exists for Benefit Corporation directors with respect to third party lawsuits. Finally, Italian for-profit companies and limited-profit companies may adopt the Società Benefit legal status.

This article will provide an in-depth analysis on the new Italian law introducing the “Società Benefit”, a comparison of the US and the European historical and social context, as well as a summary of the potential impacts of the Italian experience on other EU Members’ legal systems. We will then further develop the relationship and the interaction, if any, between “B” certification, the “B” impact assessment and the “Società Benefit” under the new Italian law and will predict the global outcome and benefits related to the increasing dissemination of Benefit Corporation, B-Corp companies, and new similar models in Europe.

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