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Benefit Corporation - Effective July 17, 2013

Legislation was recently enacted providing for a new entity type for the State of Rhode Island. Effective July 17, 2013 a benefit corporation can be organized pursuant to the provisions of Rhode Island General Law (RIGL) Title 7 Chapter 5.3. This includes the formation of a Professional Service Benefit Corporation.

A benefit corporation shall have a purpose of creating a general public benefit. A “general public benefit” is defined as a material positive impact on a society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation. The articles of incorporation may also identify one or more specific public benefits (RIGL 7-5.3-2(9)) that it is the purpose of the benefit corporation to create in addition to its corporate purpose.

Benefit corporations are also subject to the requirements of RIGL 7-1.2 and if formed as a professional service benefit corporation, subject the requirements of RIGL 7-1.2 and 7-5.1. The benefit corporation is responsible for filing an annual report each calendar year between January 1 and March 1, beginning with the year following the year of incorporation.

Pursuant to Rhode Island General Law 7-5.3-13, each benefit corporation must also record an Annual Benefit Report Statement. This statement is to be remitted on the earlier of (1) one hundred twenty (120) days following the end of the fiscal year of the benefit corporation or (2) the same time that the benefit corporation delivers any other annual report to its shareholders.

It is very strongly suggested that you obtain professional assistance before choosing this entity structure, as it is designed to meet the needs of a very specific business structure.

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