Chapter 156E

Section 1. This chapter shall be known and may be cited as the Massachusetts Benefit Corporation Act.

Section 10. (a) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation: (1) shall consider the effects of any actio…

Section 11. (a) The board of directors of a benefit corporation shall include 1 director who shall: (1) be designated the benefit director; and (2) have, in addition to the powers, duties, rights and immunities of the other directors of the benefit corporation, the powers, duties…

Section 12. (a) Each officer of a benefit corporation shall consider the interests and factors described in clause (1) of subsection (a) of section 10 in the manner provided in said subsection (a) if: (1) the officer has discretion to act with respect to a matter; and (2) it reas…

Section 13. (a) A benefit corporation may have an officer designated as the benefit officer. A benefit officer shall have: (1) the powers and duties relating to the purpose of the corporation to create a general public benefit or a specific public benefit provided: (i) by the byl…

Section 14. (a)(1) The duties under this chapter and the general public benefit purpose and any specific public benefit purpose of a benefit corporation may be enforced only in a benefit enforcement proceeding. (2) Except in a benefit enforcement proceeding, no person shall bring…

Section 15. (a) A benefit corporation shall prepare an annual benefit report, including all of the following information: (1) a narrative description of: (i) the ways in which the benefit corporation pursued a general public benefit during the year and the extent to which general…

Section 16. (a) The annual benefit report shall be sent to each shareholder at the same time that the benefit corporation delivers any other annual report to its shareholders, or within 120 days following the end of the fiscal year of the benefit corporation. (b) A benefit corpor…

Section 2. As used in this chapter, the following words shall, unless the context otherwise requires, have the following meanings:— ''Benefit corporation'', a corporation incorporated under chapter 156A or chapter 156D that has elected to be a benefit corporation under section 4 …

Section 3. (a) Except as otherwise provided in this chapter, a benefit corporation doing business in the commonwealth shall comply with all applicable laws regarding corporations, including chapters 156A and 156D. Chapter 156D shall apply to benefit corporations and they shall en…

Section 4. A benefit corporation shall be organized under either chapter 156A or chapter 156D, as applicable, except that a benefit corporation's articles of organization shall make clear reference that it is a benefit corporation.

Section 5. An existing corporation organized under chapter 156A or chapter 156D may elect to become a benefit corporation by amending its articles of organization to include a statement that the corporation is a benefit corporation. In order to be effective, the amendment shall b…

Section 6. A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of organization to delete the statement required by sections 4 and 5 that the corporation is a benefit corporation. In order to be e…

Section 7. A business corporation organized under the laws of the commonwealth shall not hold itself out as, advertise itself as, or indicate in any way that it is a benefit corporation unless it was organized under and in full compliance with this chapter.

Section 8. (a) An entity that is not a benefit corporation shall become a benefit corporation and shall be subject to this chapter if: (1) the entity that is not a benefit corporation is a party to a merger or conversion or the entity that is not a benefit corporation is the exch…

Section 9. (a) In addition to its purposes under chapter 156D as a business corporation, a benefit corporation shall have the purpose of creating general public benefit. (b) The articles of organization of a benefit corporation may identify 1 or more specific public benefits that…