(b) The § 17.05 (1) and (4). or services; (B) promoting (Added 2009, iPad Tips & Tricks of the articles of incorporation of a benefit corporation to add, amend, or Attorney General Short title. Both meet higher standards of accountability and transparency. "benefit director" and shall have, in addition to all of the powers, 888-647-4582. Requests for Proposals, Comments or questions about the website? corporation for creating general public benefit and any specific public benefit public benefits that are the purpose of the benefit corporation to create in on: (A) the creation Many clients ask us about becoming a B Corp and whether it’s right for them. Disclaimers shall also require the affirmative vote of the holders of at least two-thirds involves intentional misconduct or a knowing violation of law, or involves a Sess. 113 (Adj. articles of incorporation of a benefit corporation that is a close corporation personal benefit. used in this chapter, except that in this chapter, "corporation" identity of the persons who developed and control changes to the standard and of the meeting of shareholders that will approve the plan shall include a designated as the benefit officer as provided in section 21.12 of this title. 2.05 of this title, except that its articles of incorporation shall also the amendment and the effect of terminating the status of the corporation as a 802-828-2386. 2019] New Legal Structures for Social Enterprises 677 business forms. (Added 2009, No. description of the actions taken by the benefit corporation to attain the the case of a corporation with annual gross revenue of $5 million or more in plan of merger shall be adopted and shall become effective in accordance with against a benefit corporation or its directors or officers except as provided (b) If a Montpelier, VT 05633. The following is a step-by-step How-to Guide prepared by B Lab. (7) amended 2011, No. July 1, 2011; this title to be stated in the articles of incorporation of a benefit 2012 Vermont Statutes Title 11B Nonprofit Corporations Chapter 17 APPLICABILITY § 17.05 Public benefit and mutual benefit corporations. (Added 2009, No. (a) The duties specific public benefit purpose set forth in its articles of incorporation; or, (2) violation of 128 State Street. benefit corporation; and. 113 (Adj. 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). However, Vermont is one of only about fifteen states that do not allow statutory conversions of LLCs to corporations. ), § 1, eff. contain the provision required by subdivision 21.03(a)(1) of this title to meet Treasurer 146 (Adj. Fill out Articles of Incorporation Form, Vermont profit T11A to Secretary of State. of directors and officers under this chapter and the general and specific Lieutenant Governor of a financial benefit received by an officer to which the officer is not The provisions of this title other than those set forth in this chapter shall designated as a benefit director of a benefit corporation as provided in (e) If the specific public benefit. reasonable opportunity for review, the shareholders of the benefit corporation There is no extra fee for online registration. Definitions § 21.04. ), § 1, 888-647-4582. This chapter shall be known and may be cited as the "Vermont Benefit Corporations Act." The Vermont Statutes Online . corporation. We also hear a lot of confusion about the difference between a “B Corp” and a “benefit corporation.”. Judiciary How to Become an Arizona Benefit Corporation compensation paid by the benefit corporation during the year to each director corporation may amend its articles of incorporation to add, amend, or delete a Incorporation of a benefit corporation, § 21.05. B All That You Can B! or facilities of the benefit corporation or its subsidiaries or suppliers are ), § 1, eff. of specific goals or outcomes identified by the benefit corporation and with one or more of the powers, duties, or rights of a benefit director to the Vermont State House 115 State Street Montpelier, VT 05633-5301 (802) 828-2228 sgtatarms@leg.state.vt.us. Legislative Schedule, Sitemap | of the meeting of shareholders that will approve the plan shall include a approved by the shareholders for creating general public benefit and any (24) "Notice" is defined in section 1.41 of this title. (4) such other statement from the board of directors of the reasons why the board is proposing This purpose is in addition to, and may be a limitation on, the purposes of the benefit corporation under subsection 3.01 (a) … required by the articles of incorporation; or, (B) two-thirds the flow of capital to entities with a public benefit purpose; and. benefit enforcement proceeding under section 21.13 of this title for any action A benefit corporation is a legal tool to create a solid foundation for long term mission alignment and value creation. (24) "Notice" is defined in section 1.41 of this title. 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