{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-782.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-782.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-782.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-782.html"}],"law_id":76214,"edition_id":1,"section_id":76214,"structure_id":14746,"section_number":"13.1-782","catch_line":"Definitions","history":"2011, c. 698.","full_text":"As used in this article:\n\t\t&#8220;Benefit corporation&#8221; means a corporation organized pursuant to the provisions of this chapter:\n\n1\n\nThat has elected to become subject to this article; and2\n\nThe status of which as a benefit corporation has not been terminated under &#xA7; 13.1-786.\n\t\t\t&#8220;Benefit enforcement proceeding&#8221; means any claim or action brought directly by a benefit corporation, or derivatively on behalf of a benefit corporation, against a director or officer for (i) failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles of incorporation or bylaws or otherwise adopted by its board of directors or (ii) a violation of a duty or standard of conduct under this article.\n\t\t\t&#8220;General public benefit&#8221; means a material positive impact on society and the environment taken as a whole, as measured by a third-party standard, from the business and operations of a benefit corporation.\n\t\t\t&#8220;Independent&#8221; means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation, either directly as a shareholder of the benefit corporation or as a partner, a member, or an owner of a subsidiary of the benefit corporation or indirectly as a director, an officer, an owner, or a manager of an entity that has a material relationship with the benefit corporation or a subsidiary of the benefit corporation. A material relationship between a person and a benefit corporation or any of its subsidiaries will be conclusively presumed to exist if:1\n\nThe person is, or has been within the last three years, an employee of the benefit corporation or a subsidiary of the benefit corporation;2\n\nAn immediate family member of the person is, or has been within the last three years, an executive officer of the benefit corporation or its subsidiary; or3\n\nThere is beneficial ownership of five percent or more of the outstanding shares of the benefit corporation by:\n\t\t\ta. The person; or\n\t\t\tb. An entity:1\n\nOf which the person is a director, an officer, or a manager; or2\n\nIn which the person owns beneficially five percent or more of the outstanding equity interests, which percentage shall be calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.\n\t\t\t\t&#8220;Specific public benefit&#8221; means a benefit that serves one or more public welfare, religious, charitable, scientific, literary, or educational purposes, or other purpose or benefit beyond the strict interest of the shareholders of the benefit corporation, including:1\n\nProviding low-income or underserved individuals or communities with beneficial products or services;2\n\nPromoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;3\n\nPreserving or improving the environment;4\n\nImproving human health;5\n\nPromoting the arts, sciences, or advancement of knowledge;6\n\nIncreasing the flow of capital to entities with a public benefit purpose; and7\n\nConferring any other particular benefit on society or the environment.\n\t\t\t&#8220;Subsidiary&#8221; means, in relation to an individual, an entity in which the individual either (i) owns directly or indirectly equity interests entitled to cast a majority of the votes entitled to be cast generally in an election of directors or members of the governing body of the entity or (ii) otherwise owns or controls voting or contractual power to exercise effective governing control of the entity. The percentage of ownership of equity interests or ownership or control of power to exercise control shall be calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.\n\t\t\t&#8220;Third-party standard&#8221; means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that:1\n\nIs developed by a person that is independent of the benefit corporation; and2\n\nIs transparent because the following information about the standard is publicly available:\n\t\t\ta. The factors considered when measuring the performance of a business;\n\t\t\tb. The relative weightings of those factors; and\n\t\t\tc. The identity of the persons that develop and control changes to the standard and the process by which those changes are made.","order_by":null,"text":{"0":{"id":273681,"text":"As used in this article:\n\t\t&#8220;Benefit corporation&#8221; means a corporation organized pursuant to the provisions of this chapter:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":273682,"text":"That has elected to become subject to this article; and","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":273683,"text":"The status of which as a benefit corporation has not been terminated under &#xA7; 13.1-786.\n\t\t\t&#8220;Benefit enforcement proceeding&#8221; means any claim or action brought directly by a benefit corporation, or derivatively on behalf of a benefit corporation, against a director or officer for (i) failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles of incorporation or bylaws or otherwise adopted by its board of directors or (ii) a violation of a duty or standard of conduct under this article.\n\t\t\t&#8220;General public benefit&#8221; means a material positive impact on society and the environment taken as a whole, as measured by a third-party standard, from the business and operations of a benefit corporation.\n\t\t\t&#8220;Independent&#8221; means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation, either directly as a shareholder of the benefit corporation or as a partner, a member, or an owner of a subsidiary of the benefit corporation or indirectly as a director, an officer, an owner, or a manager of an entity that has a material relationship with the benefit corporation or a subsidiary of the benefit corporation. A material relationship between a person and a benefit corporation or any of its subsidiaries will be conclusively presumed to exist if:","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"1"},"3":{"id":273684,"text":"The person is, or has been within the last three years, an employee of the benefit corporation or a subsidiary of the benefit corporation;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"2","next_prefix":"2"},"4":{"id":273685,"text":"An immediate family member of the person is, or has been within the last three years, an executive officer of the benefit corporation or its subsidiary; or","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"5":{"id":273686,"text":"There is beneficial ownership of five percent or more of the outstanding shares of the benefit corporation by:\n\t\t\ta. The person; or\n\t\t\tb. An entity:","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"31"},"6":{"id":273687,"text":"Of which the person is a director, an officer, or a manager; or","type":"section","prefixes":["3","1"],"prefix":"1","entire_prefix":"31","prefix_anchor":"31","level":2,"prior_prefix":"3","next_prefix":"32"},"7":{"id":273688,"text":"In which the person owns beneficially five percent or more of the outstanding equity interests, which percentage shall be calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.\n\t\t\t\t&#8220;Specific public benefit&#8221; means a benefit that serves one or more public welfare, religious, charitable, scientific, literary, or educational purposes, or other purpose or benefit beyond the strict interest of the shareholders of the benefit corporation, including:","type":"section","prefixes":["3","2"],"prefix":"2","entire_prefix":"32","prefix_anchor":"32","level":2,"prior_prefix":"31","next_prefix":"1"},"8":{"id":273689,"text":"Providing low-income or underserved individuals or communities with beneficial products or services;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"32","next_prefix":"2"},"9":{"id":273690,"text":"Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"10":{"id":273691,"text":"Preserving or improving the environment;","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"11":{"id":273692,"text":"Improving human health;","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"12":{"id":273693,"text":"Promoting the arts, sciences, or advancement of knowledge;","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"13":{"id":273694,"text":"Increasing the flow of capital to entities with a public benefit purpose; and","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5","next_prefix":"7"},"14":{"id":273695,"text":"Conferring any other particular benefit on society or the environment.\n\t\t\t&#8220;Subsidiary&#8221; means, in relation to an individual, an entity in which the individual either (i) owns directly or indirectly equity interests entitled to cast a majority of the votes entitled to be cast generally in an election of directors or members of the governing body of the entity or (ii) otherwise owns or controls voting or contractual power to exercise effective governing control of the entity. The percentage of ownership of equity interests or ownership or control of power to exercise control shall be calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.\n\t\t\t&#8220;Third-party standard&#8221; means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that:","type":"section","prefixes":["7"],"prefix":"7","entire_prefix":"7","prefix_anchor":"7","level":1,"prior_prefix":"6","next_prefix":"1"},"15":{"id":273696,"text":"Is developed by a person that is independent of the benefit corporation; and","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"7","next_prefix":"2"},"16":{"id":273697,"text":"Is transparent because the following information about the standard is publicly available:\n\t\t\ta. The factors considered when measuring the performance of a business;\n\t\t\tb. The relative weightings of those factors; and\n\t\t\tc. The identity of the persons that develop and control changes to the standard and the process by which those changes are made.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1"}},"ancestry":[{"id":14746,"edition_id":1,"name":"Benefit Corporations","identifier":"22","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:49:41","date_modified":"2026-06-26 03:49:41","permalink":{"id":150841,"object_type":"structure","relational_id":14746,"identifier":"22","token":"13.1\/9\/22","url":"\/13.1\/9\/22\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":76214,"structure_id":14746,"section_number":"13.1-782","catch_line":"Definitions","url":"\/13.1-782\/","token":"13.1\/9\/22\/13.1-782","metadata":false},{"id":74800,"structure_id":14746,"section_number":"13.1-783","catch_line":"Application and effect of article","url":"\/13.1-783\/","token":"13.1\/9\/22\/13.1-783","metadata":false},{"id":68368,"structure_id":14746,"section_number":"13.1-784","catch_line":"Formation of benefit corporations","url":"\/13.1-784\/","token":"13.1\/9\/22\/13.1-784","metadata":false},{"id":59299,"structure_id":14746,"section_number":"13.1-785","catch_line":"Election of status after formation","url":"\/13.1-785\/","token":"13.1\/9\/22\/13.1-785","metadata":false},{"id":80830,"structure_id":14746,"section_number":"13.1-786","catch_line":"Termination of status","url":"\/13.1-786\/","token":"13.1\/9\/22\/13.1-786","metadata":false},{"id":56480,"structure_id":14746,"section_number":"13.1-787","catch_line":"Corporate purposes","url":"\/13.1-787\/","token":"13.1\/9\/22\/13.1-787","metadata":false},{"id":67347,"structure_id":14746,"section_number":"13.1-788","catch_line":"Standard of conduct for directors","url":"\/13.1-788\/","token":"13.1\/9\/22\/13.1-788","metadata":false},{"id":81713,"structure_id":14746,"section_number":"13.1-789","catch_line":"Limitation upon liability of officers","url":"\/13.1-789\/","token":"13.1\/9\/22\/13.1-789","metadata":false},{"id":77944,"structure_id":14746,"section_number":"13.1-790","catch_line":"Right of action","url":"\/13.1-790\/","token":"13.1\/9\/22\/13.1-790","metadata":false},{"id":74425,"structure_id":14746,"section_number":"13.1-791","catch_line":"Annual benefit report","url":"\/13.1-791\/","token":"13.1\/9\/22\/13.1-791","metadata":false},{"id":67913,"structure_id":14746,"section_number":"13.1-792","catch_line":"Reserved","url":"\/13.1-792\/","token":"13.1\/9\/22\/13.1-792","metadata":false}],"next_section":{"id":74800,"structure_id":14746,"section_number":"13.1-783","catch_line":"Application and effect of article","url":"\/13.1-783\/","token":"13.1\/9\/22\/13.1-783","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-782\/","history_text":"<p>This law was first created in 2011. The record of its establishment is cataloged in chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?111+ful+CHAP0698\">698<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":[{"id":81223,"section_number":"13.1-604","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-604\/"}],"refers_to":[{"id":80830,"section_number":"13.1-786","catch_line":"Termination of status","order_by":null,"url":"\/13.1-786\/"}],"permalink":{"id":150843,"object_type":"law","relational_id":76214,"identifier":"13.1-782","token":"13.1\/9\/22\/13.1-782","url":"\/13.1-782\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-782\/","token":"13.1\/9\/22\/13.1-782","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-782","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section><p>As used in this article:\n\t\t&#8220;<span class=\"dictionary\">Benefit corporation<\/span>&#8221; means a corporation organized pursuant to the provisions of this chapter:<\/p><\/section>\n\t\t\t\t\t\t<section id=\"1\"><p><span class=\"prefix-number\">1.<\/span> That has elected to become subject to this article; and <a id=\"paragraph-273682\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"2\"><p><span class=\"prefix-number\">2.<\/span> The status of which as a <span class=\"dictionary\">benefit corporation<\/span> has not been terminated under &#xA7; <a class=\"law\" title=\"Termination of status\" href=\"\/13.1-786\/\">13.1-786<\/a>.\n\t\t\t&#8220;<span class=\"dictionary\">Benefit enforcement proceeding<\/span>&#8221; means any claim or action brought directly by a <span class=\"dictionary\">benefit corporation<\/span>, or derivatively on behalf of a <span class=\"dictionary\">benefit corporation<\/span>, against a director or officer for (i) failure to pursue the <span class=\"dictionary\">general public benefit<\/span> purpose of the <span class=\"dictionary\">benefit corporation<\/span> or any <span class=\"dictionary\">specific public benefit<\/span> purpose set forth in its <span class=\"dictionary\">articles of incorporation<\/span> or bylaws or otherwise adopted by its board of directors or (ii) a violation of a duty or standard of conduct under this article.\n\t\t\t&#8220;<span class=\"dictionary\">General public benefit<\/span>&#8221; means a <span class=\"dictionary\">material<\/span> positive impact on society and the environment taken as a whole, as measured by a <span class=\"dictionary\">third-<span class=\"dictionary\">party<\/span> standard<\/span>, from the business and operations of a <span class=\"dictionary\">benefit corporation<\/span>.\n\t\t\t&#8220;<span class=\"dictionary\">Independent<\/span>&#8221; means having no <span class=\"dictionary\">material<\/span> relationship with a <span class=\"dictionary\">benefit corporation<\/span> or a subsidiary of the <span class=\"dictionary\">benefit corporation<\/span>, either directly as a <span class=\"dictionary\">shareholder<\/span> of the <span class=\"dictionary\">benefit corporation<\/span> or as a partner, a member, or an owner of a subsidiary of the <span class=\"dictionary\">benefit corporation<\/span> or indirectly as a director, an officer, an owner, or a manager of an <span class=\"dictionary\">entity<\/span> that has a <span class=\"dictionary\">material<\/span> relationship with the <span class=\"dictionary\">benefit corporation<\/span> or a subsidiary of the <span class=\"dictionary\">benefit corporation<\/span>. A <span class=\"dictionary\">material<\/span> relationship between a <span class=\"dictionary\">person<\/span> and a <span class=\"dictionary\">benefit corporation<\/span> or any of its subsidiaries will be conclusively presumed to exist if: <a id=\"paragraph-273683\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"1\"><p><span class=\"prefix-number\">1.<\/span> The <span class=\"dictionary\">person<\/span> is, or has been within the last three years, an employee of the <span class=\"dictionary\">benefit corporation<\/span> or a subsidiary of the <span class=\"dictionary\">benefit corporation<\/span>; <a id=\"paragraph-273684\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"2\"><p><span class=\"prefix-number\">2.<\/span> An immediate family member of the <span class=\"dictionary\">person<\/span> is, or has been within the last three years, an executive officer of the <span class=\"dictionary\">benefit corporation<\/span> or its subsidiary; or <a id=\"paragraph-273685\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"3\"><p><span class=\"prefix-number\">3.<\/span> There is beneficial ownership of five percent or more of the outstanding <span class=\"dictionary\">shares<\/span> of the <span class=\"dictionary\">benefit corporation<\/span> by:\n\t\t\ta. The <span class=\"dictionary\">person<\/span>; or\n\t\t\tb. An <span class=\"dictionary\">entity<\/span>: <a id=\"paragraph-273686\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"31\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> Of which the <span class=\"dictionary\">person<\/span> is a director, an officer, or a manager; or <a id=\"paragraph-273687\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#31\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"32\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> In which the <span class=\"dictionary\">person<\/span> owns beneficially five percent or more of the outstanding <span class=\"dictionary\">equity<\/span> <span class=\"dictionary\">interests<\/span>, which percentage shall be calculated as if all outstanding rights to acquire <span class=\"dictionary\">equity<\/span> <span class=\"dictionary\">interests<\/span> in the <span class=\"dictionary\">entity<\/span> had been exercised.\n\t\t\t\t&#8220;<span class=\"dictionary\">Specific public benefit<\/span>&#8221; means a benefit that serves one or more public welfare, religious, charitable, scientific, literary, or educational purposes, or other purpose or benefit beyond the strict <span class=\"dictionary\">interest<\/span> of the <span class=\"dictionary\">shareholders<\/span> of the <span class=\"dictionary\">benefit corporation<\/span>, including: <a id=\"paragraph-273688\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#32\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"1\"><p><span class=\"prefix-number\">1.<\/span> Providing low-income or underserved <span class=\"dictionary\">individuals<\/span> or communities with beneficial products or services; <a id=\"paragraph-273689\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"2\"><p><span class=\"prefix-number\">2.<\/span> Promoting economic opportunity for <span class=\"dictionary\">individuals<\/span> or communities beyond the creation of jobs in the normal course of business; <a id=\"paragraph-273690\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"3\"><p><span class=\"prefix-number\">3.<\/span> Preserving or improving the environment; <a id=\"paragraph-273691\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"4\"><p><span class=\"prefix-number\">4.<\/span> Improving human health; <a id=\"paragraph-273692\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#4\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"5\"><p><span class=\"prefix-number\">5.<\/span> Promoting the arts, sciences, or advancement of knowledge; <a id=\"paragraph-273693\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#5\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"6\"><p><span class=\"prefix-number\">6.<\/span> Increasing the flow of capital to entities with a public benefit purpose; and <a id=\"paragraph-273694\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#6\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"7\"><p><span class=\"prefix-number\">7.<\/span> Conferring any other particular benefit on society or the environment.\n\t\t\t&#8220;Subsidiary&#8221; means, in relation to an <span class=\"dictionary\">individual<\/span>, an <span class=\"dictionary\">entity<\/span> in which the <span class=\"dictionary\">individual<\/span> either (i) owns directly or indirectly <span class=\"dictionary\">equity<\/span> <span class=\"dictionary\">interests<\/span> entitled to cast a majority of the votes entitled to be cast generally in an election of directors or members of the governing body of the <span class=\"dictionary\">entity<\/span> or (ii) otherwise owns or controls voting or contractual power to exercise effective governing control of the <span class=\"dictionary\">entity<\/span>. The percentage of ownership of <span class=\"dictionary\">equity<\/span> <span class=\"dictionary\">interests<\/span> or ownership or control of power to exercise control shall be calculated as if all outstanding rights to acquire <span class=\"dictionary\">equity<\/span> <span class=\"dictionary\">interests<\/span> in the <span class=\"dictionary\">entity<\/span> had been exercised.\n\t\t\t&#8220;<span class=\"dictionary\">Third-<span class=\"dictionary\">party<\/span> standard<\/span>&#8221; means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that: <a id=\"paragraph-273695\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#7\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"1\"><p><span class=\"prefix-number\">1.<\/span> Is developed by a <span class=\"dictionary\">person<\/span> that is <span class=\"dictionary\">independent<\/span> of the <span class=\"dictionary\">benefit corporation<\/span>; and <a id=\"paragraph-273696\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"2\"><p><span class=\"prefix-number\">2.<\/span> Is transparent because the following information about the standard is publicly available:\n\t\t\ta. The factors considered when measuring the performance of a business;\n\t\t\tb. The relative weightings of those factors; and\n\t\t\tc. The identity of the <span class=\"dictionary\">persons<\/span> that develop and control changes to the standard and the process by which those changes are made. <a id=\"paragraph-273697\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-782\/#2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nDEFINITIONS (\u00a7 13.1-782)\n\nAs used in this article:\n\t\t&#8220;Benefit corporation&#8221; means a corporation organized pursuant to\nthe provisions of this chapter:\n\n1. That has elected to become subject to this article; and\n\n2. The status of which as a benefit corporation has not been terminated under\n&#xA7; 13.1-786.\n\t\t\t&#8220;Benefit enforcement proceeding&#8221; means any claim or action\nbrought directly by a benefit corporation, or derivatively on behalf of a\nbenefit corporation, against a director or officer for (i) failure to pursue the\ngeneral public benefit purpose of the benefit corporation or any specific public\nbenefit purpose set forth in its articles of incorporation or bylaws or\notherwise adopted by its board of directors or (ii) a violation of a duty or\nstandard of conduct under this article.\n\t\t\t&#8220;General public benefit&#8221; means a material positive impact on\nsociety and the environment taken as a whole, as measured by a third-party\nstandard, from the business and operations of a benefit corporation.\n\t\t\t&#8220;Independent&#8221; means having no material relationship with a\nbenefit corporation or a subsidiary of the benefit corporation, either directly\nas a shareholder of the benefit corporation or as a partner, a member, or an\nowner of a subsidiary of the benefit corporation or indirectly as a director, an\nofficer, an owner, or a manager of an entity that has a material relationship\nwith the benefit corporation or a subsidiary of the benefit corporation. A\nmaterial relationship between a person and a benefit corporation or any of its\nsubsidiaries will be conclusively presumed to exist if:\n\n1. The person is, or has been within the last three years, an employee of the\nbenefit corporation or a subsidiary of the benefit corporation;\n\n2. An immediate family member of the person is, or has been within the last\nthree years, an executive officer of the benefit corporation or its subsidiary;\nor\n\n3. There is beneficial ownership of five percent or more of the outstanding\nshares of the benefit corporation by:\n\t\t\ta. The person; or\n\t\t\tb. An entity:\n\n   1. Of which the person is a director, an officer, or a manager; or\n\n   2. In which the person owns beneficially five percent or more of the\n   outstanding equity interests, which percentage shall be calculated as if all\n   outstanding rights to acquire equity interests in the entity had been\n   exercised.\n   \t\t\t\t&#8220;Specific public benefit&#8221; means a benefit that serves one or\n   more public welfare, religious, charitable, scientific, literary, or\n   educational purposes, or other purpose or benefit beyond the strict interest\n   of the shareholders of the benefit corporation, including:\n\n1. Providing low-income or underserved individuals or communities with\nbeneficial products or services;\n\n2. Promoting economic opportunity for individuals or communities beyond the\ncreation of jobs in the normal course of business;\n\n3. Preserving or improving the environment;\n\n4. Improving human health;\n\n5. Promoting the arts, sciences, or advancement of knowledge;\n\n6. Increasing the flow of capital to entities with a public benefit purpose; and\n\n7. Conferring any other particular benefit on society or the environment.\n\t\t\t&#8220;Subsidiary&#8221; means, in relation to an individual, an entity in\nwhich the individual either (i) owns directly or indirectly equity interests\nentitled to cast a majority of the votes entitled to be cast generally in an\nelection of directors or members of the governing body of the entity or (ii)\notherwise owns or controls voting or contractual power to exercise effective\ngoverning control of the entity. The percentage of ownership of equity interests\nor ownership or control of power to exercise control shall be calculated as if\nall outstanding rights to acquire equity interests in the entity had been\nexercised.\n\t\t\t&#8220;Third-party standard&#8221; means a recognized standard for defining,\nreporting, and assessing corporate social and environmental performance that:\n\n1. Is developed by a person that is independent of the benefit corporation; and\n\n2. Is transparent because the following information about the standard is\npublicly available:\n\t\t\ta. The factors considered when measuring the performance of a business;\n\t\t\tb. The relative weightings of those factors; and\n\t\t\tc. The identity of the persons that develop and control changes to the\nstandard and the process by which those changes are made.\n\nHISTORY: 2011, c. 698.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}