Code Section Group

Corporations Code - CORP

TITLE 1. CORPORATIONS [100 - 14631]

  ( Title 1 enacted by Stats. 1947, Ch. 1038. )


  ( Division 3 enacted by Stats. 1947, Ch. 1038. )


  ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. )

CHAPTER 4. Transparency [14630 - 14631]
  ( Chapter 4 added by Stats. 2011, Ch. 728, Sec. 1. )


(a) A benefit corporation shall deliver to each shareholder an annual benefit report including all of the following:

(1) A narrative description of all of the following:

(A) The process and rationale for selecting the third-party standard used to prepare the benefit report.

(B) The ways in which the benefit corporation pursued a general public benefit during the applicable year and the extent to which that general public benefit was created.

(C) The ways in which the benefit corporation pursued any specific public benefit that the articles state it is the purpose of the benefit corporation to create and the extent to which that specific public benefit was created.

(D) Any circumstances that have hindered the creation by the benefit corporation of a general or specific public benefit.

(2) An assessment of the overall social and environmental performance of the benefit corporation, prepared in accordance with a third-party standard applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application. The assessment does not need to be audited or certified by a third party.

(3) The name of each person that owns 5 percent or more of the outstanding shares of the benefit corporation, either beneficially, to the extent known to the benefit corporation without independent investigation, or of record.

(4) The statement required by Section 14621.

(5) A statement of any connection between the entity that established the third-party standard, or its directors, officers, or material owners, and the benefit corporation, or its directors, officers, and material owners, including any financial or governance relationship that might materially affect the credibility of the objective assessment of the third-party standard.

(b) The benefit report shall be sent annually to each shareholder within 120 days following the end of the fiscal year of the benefit corporation or at the same time that the benefit corporation delivers any other annual report to its shareholders.

(c) A benefit corporation shall post all of its benefit reports on the public portion of its Internet Web site, if any, except that the compensation paid to directors and any financial or proprietary information included in the benefit report may be omitted from the benefit report as posted on the Internet Web site.

(d) (1) If a benefit corporation does not have an Internet Web site, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy.

(2) The benefit corporation may omit any proprietary or financial information, including, but not limited to, compensation paid to directors, from the copy of a benefit report that the benefit corporation provides pursuant to paragraph (1).

(Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)


All certificates representing shares of a benefit corporation shall contain, in addition to any other statements required by the General Corporation Law (Division 1 (commencing with Section 100)), the following conspicuous language on the face of the certificate:

“This entity is a benefit corporation organized under Part 13 (commencing with Section 14600) of Division 3 of Title 1 of the California Corporations Code.”

(Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)

CORPCorporations Code - CORP