Corporate Law

BENEFIT CORPORATIONS: The Italian Experience

BY ALESSANDRO GRANGIOTTIMARIANGELA ZITO

Italy is the first European country inspired by the American legislative initiative of 2010 to introduce with the 2016 Budget Law a similar business model into their legal system: the so called Società Benefit (SB), that integrates the profit-oriented economic activity with the purpose of common benefit producing in the long-term positive effects on territories and the environment, people, communities and other stakeholders, and several successful experiences can now be counted.

The Legal Framework

The Italian legal form for benefit corporations, introduced through the Law 208/2015, provides that every registered Società Benefit (SB), in order to balance the interests of shareholders with the interests of the community, must pursue responsible, sustainable and transparent management. Consequently, according to the law it is necessary to appoint a director who is responsible for the impact of the company, reporting in the annual report (attached to the corporate financial statements) – in a transparent and complete manner – the methods and actions implemented to achieve the specific objectives included in the bylaws, as well as the plans and commitments for the future, in addition to any circumstances that have prevented or slowed down the pursuit of the company’s mission. 

After Italy, France was the second European country to introduce specific rules for these types of companies, namedSociétés à mission, with the Loi n° 2019-486 entered into force on 23 May 2019 and implemented by décret n° 2020-1. There is currently no harmonized legislation in the European Union, but there are stakeholders who have worked over time to highlight the impact of this model in the context of various European initiatives, such as the recent one on Sustainable Corporate Governance, the Call for contribution on Competition policy supporting the Green Deal, or the Consultation on a Renewed Sustainable Finance Strategy, and within OSCE as well.

Read more: https://www.aliantlaw.com/blog/benefit-corporations-the-italian-experience2/