By Mariangela Zito, Aliant Italy, Dr. Christina Kaiser, Aliant Germany, John Wolfs, Aliant Netherlands, Ivan Lau De Leon, Aliant Panama, Maria Teresa Garasa and Abigail Sked, Aliant Spain. BENEFIT CORPORATIONS SYSTEM WORLDWIDE – A COMPARATIVE OVERVIEW: Benefit Corporations have emerged as a global solution for companies seeking to align financial success with social and environmental responsibility. This comparative analysis, conducted with the expertise of Aliant Firm and Aliant+ Members from Italy, Germany, the Netherlands, the U.S.A, Spain, Argentina, and Panama, explores how different countries have developed legal frameworks to support the Benefit Corporation model. Each jurisdiction brings its own unique approach to embedding social impact into corporate governance, offering businesses diverse pathways to pursue both financial growth and positive societal change. This article aims to highlight the similarities and differences in Benefit Corporation structures across these nations and their implications for businesses operating in today’s complex global market.
As the legal frameworks continue to evolve, Benefit Corporations may become a global status for responsible businesses, bridging the gap between profit and purpose in ways that support both corporate and societal growth. The global phenomenon of Benefit Corporations reflects a significant shift in how businesses can contribute to societal and environmental good alongside generating profit. Since its inception in the United States, the B-Corp movement has inspired the creation of legal structures worldwide, providing organizations with a framework to balance financial goals with a commitment to broader impact. Although the purpose of these corporations remains consistent, each country has tailored its regulations and expectations to fit its unique legal, economic, and social landscapes. As a global law firm focused on the topic, we have taken it upon ourselves to provide a brief comparative analysis of the phenomenon worldwide.
In the United States, Benefit Corporations (referred to as Public Benefit Corporations in Delaware) have experienced notable growth, yet they remain a minority among businesses, predominantly comprising smaller, privately held firms. Federal Reserve research from 2022 highlights the resilience of Benefit Corporations, showing that only 4.5% ceased operations during the challenging year of 2020, compared to 12.5% of American businesses overall.
One persistent issue we observe is the confusion among stakeholders and companies considering this path regarding the distinction between B-Corp certification and Benefit Corporation status. This misunderstanding often stems from their similar terminology. To clarify, B-Corp certification is a globally recognized standard that validates a company’s commitment to positive impact. However, becoming a Benefit Corporation reflects a long-term commitment to embedding social and environmental responsibility into internal practices, governance, and supply chain management, including labor standards across global operations. Essentially, while B-Corp certification assesses the company’s stated mechanisms and procedures, Benefit Corporation status entails formal, ongoing reporting on actual practices and impact, emphasizing accountability and transparency in its core operations.
Europe presents a dynamic landscape of Benefit Corporations adaptation, as countries explore various legal frameworks to embed social and environmental responsibility into corporate frameworks. As detailed in previous analyses, Italy and France have been pioneers in Europe, establishing robust legal frameworks that integrate profit and societal goals, creating legally binding objectives that compel companies to benefit communities and the environment. Italy has registered 4,153 Società Benefit primarily in the northem regions and mostly within the service and consulting sectors (Nativa, 2024). In France, 1,712 Sociètè à Mission, are concentrated in Île-de-France and the Auvergne-Rhône-Alpes, Occitanie, and Nouvelle-Aquitaine regions (Observatoire des Sociétés à Mission, 2024).
Spain has also made significant progress by aligning its Benefit Corporation framework, the Sociedades de Beneficio e Interés Común (SBICs), with the UN Sustainable Development Goals (SDGs). Established under Law 18/2022, this framework extends eligibility to various business types, such as Public Limited Companies (SA) or Limited Liability Companies (SL), who commit to meeting both financial and social impact goals and who fulfill the requirements of Law 18/2022. Spanish SBICs, like their Italian and French counterparts, incorporate these objectives in their Articles of Association, creating a legal mandate to pursue societal and environmental benefits. It is crucial to distinguish here between the corporate objective (objeto social) and the purpose (propósito) of the company; the corporate objective defines the business activities generating resources, while the purpose focuses on the intended positive societal impact. Importantly, as in the US, Italy, and France, Spain’s model does not include tax incentives, and growth is at an early stage, with just six SBICs having been registered to date, operating across communication, retail, tourism, and agriculture.
Other EU nations, like Germany and the Netherlands, are also progressing in corporate social responsibility. However, unlike Italy, France, and Spain, they lack official Benefit Corporation legal forms. In Germany, no direct legal structure for Benefit Corporations exists, though interest is growing in frameworks that support climate neutrality and social impact. The main form for socially-oriented companies remains the charitable non-profit limited liability company (gGmbH). Current legislative discussions are considering a “climate-neutral” designation, inspired by France’s Société à Mission, embedding sustainability at the core of business operations. Proposals involve integrating climate responsibilities into company management, requiring third-party verification of claims, and aligning climate-oriented goals with German Commercial Code mandates (HGB). In the Act to Increase Energy Efficiency in Germany, the legislator has already authorized the Federal Government to regulate the requirements for the recognition and the obligations to provide evidence of climate-neutral companies by statutory in order to exempt these companies from some of the obligations arising from this law after recognition. However, there is currently no legal definition for climate-neutral companies in Germany.
In the Netherlands, the Maatschappelijke BV (BVm) framework aims to recognize social enterprises by allowing BV entities to prioritize social objectives in profit distribution while retaining shareholder returns. This proposed structure emphasizes accessibility, enabling BVs to transition into BVm status without strict profit limits, potentially unlocking future benefits like subsidies or preferential tender treatment. Although the BVm law is not yet in force, Dutch companies increasingly adopt B-Corp certification, enabling alignment with EU sustainability standards and access to impact assessment tools. Large Dutch firms, particularly, are responding to sustainability regulations with governance practices that, while less stringent than in Italy or France, signal a commitment to sustainable goals. In addition, many large Dutch companies are incentivized to adopt sustainable governance practices in response to local and EU regulations, although the legal framework remains less stringent than in Italy or France.
This diverse European landscape demonstrates varied approaches to Benefit Corporations, balancing flexibility and regulatory standards to foster social impact within distinct legal and cultural contexts.
In Latin America, the concept of Benefit Corporations, known locally as Empresas de Beneficio e Interés Colectivo (BICs), is gaining traction as multiple countries adopt legal frameworks to support companies that balance profit with social and environmental goals. Colombia led this movement with Law 1901 in 2018, establishing a legal structure for BICs. By 2022, the country had 1,250 registered BICs, focusing on collective and environmental interests (Colombian Superintendence of Companies, 2022). Colombian BICs benefit from incentives such as reduced industrial property service fees, tax advantages for employee stock distribution, favorable credit terms, prioritized access to calls for proposals, and preferential treatment in public contracts (Martínez, 2023). Peru followed in 2020 with legislation encouraging companies to commit to collective benefits and establishing governance standards for impact measurement. Ecuador and Uruguay have also adopted similar laws, with Uruguay’s framework in 2021 expanding directors’ responsibilities to include considerations for employees, communities, and the environment, underscoring a commitment to transparency and accountability.
In Argentina, Brazil, and Chile, formal BIC legislation is under discussion, while countries without specific laws still support B-Corp certification as a recognized international standard for companies with high social and environmental impact. Argentina also took steps in sustainable finance with the 2023 enactment of the Argentine Sustainable Finance Framework, which enables private companies to issue Green Bonds, Social Bonds, and Sustainability Bonds for financing socially and environmentally driven projects. This framework, which includes tax and regulatory advantages, has stimulated demand for sustainability-related funding instruments, reinforcing Argentina’s capacity for projects with societal impact. The next milestone would be the approval of the BIC Companies Law, initially proposed in 2016 and based on William H. Clark’s Benefit Corporations Law in the United States. This proposal aimed to establish BICs as a new corporate category within Argentina’s General Companies’ Law. Although the project has faced setbacks in Congress, multiple versions are currently under discussion, with some unresolved conceptual issues.
Panama’s approach to Benefit Corporations is outlined in Law 303, enacted in 2022, which designates Benefit and Collective Interest Companies (BICs) with responsibilities for social and environmental impact. This law requires BICs to positively impact at least two areas, including labor inclusion, environmental conservation, health, poverty reduction, and food security. However, Panama’s BIC framework lacks specific tax or financial incentives, potentially limiting its attractiveness for businesses. Interest from Panamanian businesses, especially startups aiming to adopt sustainable practices, has grown, aligning with regional and global trends toward corporate sustainability. Panama’s BIC model also reflects broader regulatory trends, including enhanced anti-money laundering and tax compliance standards. Currently, no BICs have been incorporated in Panama, as the Ministry of Commerce and Industries is still finalizing regulations for Law 303, highlighting the Panamanian state’s preparatory phase toward effective BIC implementation.
In conclusion, the global rise of Benefit Corporations reflects a transformative shift in the business world.
Countries across the globe are increasingly recognizing the potential of Benefit Corporations to generate positive societal impact, adapting their legal frameworks to encourage businesses to pursue both financial success and public good. The diverse regulatory approaches, from the US to Europe and Latin America, reveal a shared commitment to corporate responsibility yet underscore the need for tailored solutions that respect regional economic, social, and legal contexts.
As these frameworks continue to evolve, the Benefit Corporation model could potentially become a universal standard for responsible business, creating a bridge between profit and purpose that bolsters corporate and societal growth. However, for this vision to be fully realized, challenges such as regulatory consistency, public awareness, and incentive structures need to be addressed globally. By supporting and monitoring the development of these frameworks, global stakeholders can ensure that Benefit Corporations fulfill their promise as engines for positive change, setting a new benchmark for businesses committed to a sustainable future.