Benefit Corporation

A Benefit Corporation is a corporate form designed for for-profit entities that want to consider society and the environment in addition to profit in their decision making process. Benefit corporations are different from traditional corporations in regards to their purpose, accountability and transparency. The purpose of a benefit corporation is to create general public benefit, which is defined as a material positive impact on society and the environment. A benefit corporation's directors operate the business with the same authority as in a traditional corporation, but where in a traditional corporation shareholders with proper standing judge the company's financial performance, here they judge qualitative performance based on the benefit corporation's stated goals. Shareholders in a benefit corporation determine if the benefit corporation has achieved a material positive impact.

You are always encouraged to consult an attorney to ensure appropriate consideration of all the legal implications of your choice of entity and filing. We stress that this filing website is not intended to substitute nor replace the advice of legal counsel.

Frequently Asked Questions

A Benefit Corporation renews each year. An Annual Report notice will be sent to the Registered Agent at least 60 days prior to the expiration of the Benefit Corp registration. You may return the signed notice to the Division along with the Annual Benefit Report (as required by 16-10b-401 ) and the $18.00 filing fee. If any changes need to be made to the registration, please attach a Registration Information Change Form with the current information to the renewal notice. You may fax, mail, or walk-in to our office to deliver the annual report and renewal fee.

You can amend a Benefit Corporation by completing the amendment application or create your own articles of amendment.

You can merge a Benefit Corporation by completing the Statement/Articles of Merger or creating your own articles of merger.

You can convert a Benefit Corporation by by completing the conversion application or creating your own articles of conversion. You will also need to file along with the conversion application, the application or articles for the entity type you are converting into.

You can cancel/dissolve a Benefit Corporation by completing the Articles of Dissolution. There are 2 forms, one for corporations with shares and one for corporations without shares. You will have to pick the one that best suites you. The Articles of Dissolution for Corporations with shares can be found here . The Articles of Dissolution for Corporations without shares can be found by clicking here.

You can obtain copies/certificates of a Benefit Corporation by doing a Business Registration Search , then finding the entity you are looking for, then you click on the details of that entity.

While you are looking at the details of that entity, at the bottom of the screen you have 3 options: Search for Images is the 1st option. You will need to click that button in order to search for any scanned images of that entity. The images will be emailed to an email account.

While you are in the details page of the business entity, you have the 2nd option of ordering a certificate of existence by clicking on the Purchase Certificate of Existence Button.

If you don't wish to order the images online, then you will need to order them inhouse which can be done in person, in writing or by fax. If you make a written request you may use our order form . Written requests for copies/certificates may take up to 7 business days. You may view more information concerning ordering documents.

You can find out who the principals are of a Benefit Corporation by doing a Business Registration Search , then finding the entity you are looking for, then you click on the details of that entity.

While you are looking at the details of that entity, at the bottom of the screen you have 3 options: Access Principal Information is the 3rd option. You will need to click that button in order to view the principals of that entity.

You may also do a Registered Principal Search . If you don't want to view the principals via the website, then you may contact our office for that information.

You can find out if the name you want to use for a Benefit Corporation is available by doing a Business Name Availability Search . You may also contact our office to verify that the name you want to use is available.

You may also conduct a Business Registration Search to see if there are other business entities that are already registered that may have a name similar to the name that you wish to use.

Please note that although a name may appear to be available nothing is final until the Division of Corporations and Commercial Code approves the business filing.

You can reinstate an expired Benefit Corporation by filing with our office the application for reinstatement . You may also need the registration information change form filled out with current information of the business entity. You will need to include the most recent annual benefit report. There is a guide sheet available with the application to walk you through the steps of the reinstatement process.

Benefit Corporation

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