(a) No less than annually, a benefit corporation shall prepare a benefit report addressing the efforts of the corporation during the preceding year to operate in a responsible and sustainable manner, to pursue any public benefit or benefits identified in any public benefit provision, and to consider the interests described in Section 10A-2A-17.04(b). The annual benefit report must include:
(1) the objectives that the board of directors has established for the corporation to operate in a responsible and sustainable manner, to pursue the public benefit or benefits identified in any public benefit provision, and to consider the interests described in Section 10A-2A-17.04(b);
(2) the standards the board of directors has adopted to measure the corporation's progress in operating in a responsible and sustainable manner, in pursuing the public benefit or benefits identified in any public benefit provision, and in considering the interests described in Section 10A-2A-17.04(b);
(3) if the certificate of incorporation or bylaws require that the corporation use an independent third-party standard in reporting on the corporation's progress in operating in a responsible and sustainable manner, in pursuing the public benefit or benefits identified in any public benefit provision, or in considering the interests described in Section 10A-2A-17.04(b), or if the board of directors has chosen to use such a standard, the applicable standard so required or chosen; and
(4) an assessment of the corporation's success in meeting the objectives and standards identified in subsections (a)(1) and (a)(2) and, if applicable, subsection (a)(3), and the basis for that assessment.
(b) The benefit corporation shall deliver to each stockholder, or make available and provide written notice to each stockholder of the availability of, the annual benefit report required by subsection (a) on or before the earlier of:
(1) 120 days following the end of the fiscal year of the benefit corporation; or
(2) the time that the benefit corporation delivers any other annual reports or annual financial statements to its stockholders.
(c) Any stockholder that has not received or been given access to an annual benefit report within the time required by subsection (b) may make a written request that the corporation deliver or make available the annual benefit report to the stockholder. If a benefit corporation does not deliver or make available an annual benefit report to the stockholder within five business days of receiving such request, the requesting stockholder may apply to the designated court, and if none, to the circuit court of the county where the corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation's most recent registered office is located for an order requiring delivery of or access to the annual benefit report. The court shall dispose of an action under this subsection (c) on an expedited basis.
(d) A benefit corporation shall post all of its annual benefit reports on the public portion of its website, if any. If a benefit corporation does not have a website, the benefit corporation shall provide a copy of its most recent annual benefit report, without charge, to any person that requests a copy in writing.
Last modified: May 3, 2021