Chapter 204

CHAPTER 204

BENEFIT CORPORATIONS

SUBCHAPTER I

GENERAL PROVISIONS

204.101   Application and effect of chapter.

204.102   Definitions.

204.103   Formation of benefit corporations.

204.104   Election of an existing business corporation to become a benefit corporation.

204.105   Termination of benefit corporation status.

SUBCHAPTER II

CORPORATE PURPOSES

204.201   Corporate purposes.

SUBCHAPTER III

ACCOUNTABILITY

204.301   Standard of conduct for directors.

204.302   Benefit director.

204.303   Standard of conduct for officers.

204.304   Benefit officer.

SUBCHAPTER IV

TRANSPARENCY

204.401   Annual benefit statement.

subch. I of ch. 204 SUBCHAPTER I

GENERAL PROVISIONS

204.101 204.101 Application and effect of chapter.

204.101(1) (1) General rule. This chapter shall be applicable to all benefit corporations.

204.101(2) (2) Application of business corporation law generally. The existence of a provision of this chapter shall not of itself create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit corporation. This chapter shall not affect any statute or rule that is applicable to a business corporation that is not a benefit corporation.

204.101(3) (3) Laws applicable to benefit corporations. Except as otherwise provided in this chapter, ch. 180 shall be generally applicable to all benefit corporations. The specific provisions of this chapter shall control over the general provisions of ch. 180. A benefit corporation may be simultaneously subject to this chapter and provisions of other chapters.

204.101(4) (4) Organic records. A provision of the articles or bylaws of a benefit corporation may not relax, be inconsistent with, or supersede a provision of this chapter.

204.101 History History: 2017 a. 77.

204.102 204.102 Definitions. Unless the context clearly indicates otherwise, in this chapter:

204.102(1) (1) “Benefit corporation” means a business corporation that has elected to become subject to this chapter and whose status as a benefit corporation has not been terminated under s. 204.105.

204.102(2) (2) “Benefit director” means the person designated as the benefit director of a benefit corporation as provided in s. 204.302.

204.102(3) (3) “Benefit officer” means the officer of a benefit corporation, if any, designated as the benefit officer as provided in s. 204.304.

204.102(4) (4) “Entity” has the meaning given in s. 180.0103 (8).

204.102(5) (5) “General public benefit” means a material positive impact on society and the environment by the operations of a benefit corporation taken as a whole, through activities that promote some combination of specific public benefits.

204.102(6) (6) “Service corporation” has the meaning given in s. 180.1901 (2).

204.102(7) (7) “Specific public benefit” includes all of the following:

204.102(7)(a) (a) Providing low-income or underserved individuals or communities with beneficial products or services.

204.102(7)(b) (b) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business.

204.102(7)(c) (c) Preserving the environment.

204.102(7)(d) (d) Improving human health.

204.102(7)(e) (e) Promoting the arts, sciences, or advancement of knowledge.

204.102(7)(f) (f) Increasing the flow of capital to entities with a public benefit purpose.

204.102(7)(g) (g) The accomplishment of any other particular benefit for society or the environment.

204.102 History History: 2017 a. 77.

204.103 204.103 Formation of benefit corporations. A benefit corporation shall be formed in accordance with ch. 180, except that its articles shall also state that it is a benefit corporation.

204.103 History History: 2017 a. 77.

204.104 204.104 Election of an existing business corporation to become a benefit corporation.

204.104(1) (1) Amendment. An existing business corporation may become a benefit corporation under this chapter by amending its articles so that they contain, in addition to the requirements of s. 180.0202, a statement that the corporation is a benefit corporation.

204.104(2) (2) Fundamental transactions. If a corporation that is not a benefit corporation is a party to a merger, consolidation, or division or is the exchanging corporation in an interest exchange, and the surviving, new, or any resulting corporation in the merger, consolidation, division, or interest exchange is to be a benefit corporation, then the plan of merger, consolidation, division, or interest exchange shall not be effective unless the articles of the surviving, new, or resulting corporation contain a statement that the corporation is a benefit corporation.

204.104(3) (3) Shareholder vote. Notwithstanding any provision to the contrary in the corporation’s articles of incorporation, bylaws, or shareholder agreements, the amendment of a corporation’s articles or its entry into a fundamental transaction under this chapter requires approval by the affirmative vote of the holders of at least two-thirds of the shares entitled to vote on the matter. If the amendment or fundamental transaction is approved, a shareholder who did not vote in favor of the amendment or fundamental transaction is entitled to assert dissenters’ rights under ss. 180.1301 to 180.1331.

204.104 History History: 2017 a. 77; 2021 a. 258.

204.105 204.105 Termination of benefit corporation status. A benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its articles to delete the provision required by ss. 204.103 and 204.104 to be stated in the articles of a benefit corporation. Once terminated, the corporation’s status as a benefit corporation may not be revived for a period of one year from the most recent date of termination of the corporation’s status as a benefit corporation.

204.105 History History: 2017 a. 77.

subch. II of ch. 204 SUBCHAPTER II

CORPORATE PURPOSES

204.201 204.201 Corporate purposes.

204.201(1) (1) General public benefit purpose. A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under s. 180.0301 and any specific purpose set forth in its articles under sub. (2).