With the approval of Law December 28, 2015, no. 208 (“Law”), Italy has become the first UE country to adopt a specific regime for Benefit Corporations. The purpose of the lawmaker was to combine economic growth and sustainable development.
Inspired by the Americans Benefit Corporation, the Italian lawmaker did not introduce a new kind of company, but only introduced a peculiar qualification that may be adopted by any kind of company (“Società Benefit” – Benefit Corporation).
The Benefit Corporation purpose is to create a general public benefit, defined by the Law as a material positive impact on society and the environment, operating in a responsible, sustainable and transparent way (see art. 1, par. 376).
According to the Law, a Benefit Corporation has to:
- appoint specific public benefit purposes in the corporate by-laws (see art. 1, par. 377);
- adopt an external evaluative standard to assess the impact of the corporate business on the public benefit (see art. 1, par. 378);
- balance directors’ liability between partners’/shareholders’ interests and public benefit purposes (see art. 1, par. 380);
- enclose in the balance sheet a report containing: (i) the description of the specific public benefit purposes, (ii) the evaluation of the impact generated by the Benefit Corporation on the public benefit purposes and (iii) the description of the new public benefit purposes (see art. 1, par. 382).
Benefit Corporations that do not pursue the public benefit purposes as provided by the by-laws are subject to the misleading advertising law (legislative decree 145/2007) and to the consumer code (legislative decree 206/2005). Furthermore, Italian antitrust authority (“Autorità Garante della Concorrenza e del Mercato”) has been endowed with full power to supervise the activities that Benefit Companies put in place to reach social benefit purposes.