The società benefit (Italian benefit company): a status, not a new type of company

The pursuit of a common benefit sits alongside the profit motive, with precise governance and reporting duties. Here is what really changes for the articles of association, the directors and the accounts.

Introduced by law no. 208 of 28 December 2015 (paragraphs 376 to 384), the società benefit made Italy the first European country with a comprehensive set of rules modelled on the United States benefit corporation. The status is not a new type of company: it is an additional qualification that any company governed by Book V of the Italian civil code may take on, while remaining fully profit-making.

What sets a società benefit apart

Beyond the aim of distributing profits, a società benefit pursues one or more common benefit purposes, operating responsibly, sustainably and transparently towards people, communities, territories and the environment. It is a commitment written into the objects clause, and it binds the way the company is run.

La finalità di beneficio comune non è una formula di stile: la legge richiede che sia indicata specificatamente nell’oggetto sociale. Clausole generiche espongono a contestazioni in sede di iscrizione e sul piano della pubblicità ingannevole.

Società benefit, impresa sociale and B Corp: three different things

The three are often confused. The impresa sociale (d.lgs. 112/2017) is a third-sector entity subject to restrictions on how profits may be used; the società benefit, by contrast, remains an ordinary company free to distribute its profits. B Corp certification is a private standard awarded by B Lab and carries no legal force: a company can be a società benefit without being a B Corp, and the other way round.

Governance and directors’ liability

Paragraph 380 requires the company to be managed by balancing the shareholders’ interest, the pursuit of the common benefit and the interests of other stakeholders. That balancing becomes a statutory management criterion and must be actively overseen:

• Impact officer — appointing the person charged with pursuing the common benefit is mandatory; failing to do so counts as a breach of the rules.
• Management liability — failure to comply may amount to a breach of the directors’ duties (arts. 2392 ff. and 2476 of the civil code), materially widening the scope of their liability.

The annual impact report

This is the central requirement, and the one most often overlooked: paragraph 382 requires an annual report on the pursuit of the common benefit, to be attached to the financial statements, describing the objectives, the actions taken, the impact assessment against an external standard and the objectives for the following year.