{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-791.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-791.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-791.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-791.html"}],"law_id":74425,"edition_id":1,"section_id":74425,"structure_id":14746,"section_number":"13.1-791","catch_line":"Annual benefit report","history":"2011, c. 698.","full_text":"A\n\nA benefit corporation shall prepare an annual benefit report that includes all of the following:1\n\nA narrative description of:\n\t\t\t\ta. The ways in which the benefit corporation pursued the general public benefit during the year and the extent to which the general public benefit was created; and\n\t\t\t\tb. Both:1\n\nThe ways in which the benefit corporation pursued any specific public benefit that the articles of incorporation or bylaws, or other action taken by the board of directors, state it is the purpose of the benefit corporation to create; and2\n\nThe extent to which that specific public benefit was created; and\n\t\t\t\t\tc. Any circumstances that have hindered the creation by the benefit corporation of the general or any specific public benefit;2\n\nAn assessment of the social and environmental performance of the benefit corporation. The assessment shall be:\n\t\t\t\ta. Prepared in accordance with a third-party standard specified in the articles of incorporation, the bylaws, or otherwise adopted by the board of directors and applied consistently with any application of that standard in prior benefit reports; or\n\t\t\t\tb. Accompanied by an explanation of the reasons for any inconsistent application; and3\n\nAny other information or disclosures that may be required under any third-party standard adopted by the directors of the benefit corporation.B\n\nThe benefit report shall be made available annually to each shareholder of the benefit corporation:1\n\nWithin 120 days following the end of the fiscal year of the benefit corporation; or2\n\nAt the same time that the benefit corporation delivers any other annual report to its shareholders.C\n\nA benefit corporation shall post its most recent benefit report on a publicly accessible portion of its Internet website, if any. If a benefit corporation does not have an Internet website, it shall make a written or electronic copy of its most recent benefit report available upon written request from any person. A benefit corporation shall not be required to publicly disclose to persons other than its shareholders any proprietary, confidential, or individual compensation information contained in its benefit report to the extent that any third-party standard adopted by the directors of the benefit corporation permits the omission of such information from public disclosure.","order_by":null,"text":{"0":{"id":267451,"text":"A benefit corporation shall prepare an annual benefit report that includes all of the following:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":267452,"text":"A narrative description of:\n\t\t\t\ta. The ways in which the benefit corporation pursued the general public benefit during the year and the extent to which the general public benefit was created; and\n\t\t\t\tb. Both:","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A11"},"2":{"id":267453,"text":"The ways in which the benefit corporation pursued any specific public benefit that the articles of incorporation or bylaws, or other action taken by the board of directors, state it is the purpose of the benefit corporation to create; and","type":"section","prefixes":["A","1","1"],"prefix":"1","entire_prefix":"A11","prefix_anchor":"A11","level":3,"prior_prefix":"A1","next_prefix":"A12"},"3":{"id":267454,"text":"The extent to which that specific public benefit was created; and\n\t\t\t\t\tc. Any circumstances that have hindered the creation by the benefit corporation of the general or any specific public benefit;","type":"section","prefixes":["A","1","2"],"prefix":"2","entire_prefix":"A12","prefix_anchor":"A12","level":3,"prior_prefix":"A11","next_prefix":"A2"},"4":{"id":267455,"text":"An assessment of the social and environmental performance of the benefit corporation. The assessment shall be:\n\t\t\t\ta. Prepared in accordance with a third-party standard specified in the articles of incorporation, the bylaws, or otherwise adopted by the board of directors and applied consistently with any application of that standard in prior benefit reports; or\n\t\t\t\tb. Accompanied by an explanation of the reasons for any inconsistent application; and","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A12","next_prefix":"A3"},"5":{"id":267456,"text":"Any other information or disclosures that may be required under any third-party standard adopted by the directors of the benefit corporation.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"6":{"id":267457,"text":"The benefit report shall be made available annually to each shareholder of the benefit corporation:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"B1"},"7":{"id":267458,"text":"Within 120 days following the end of the fiscal year of the benefit corporation; or","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"8":{"id":267459,"text":"At the same time that the benefit corporation delivers any other annual report to its shareholders.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"9":{"id":267460,"text":"A benefit corporation shall post its most recent benefit report on a publicly accessible portion of its Internet website, if any. If a benefit corporation does not have an Internet website, it shall make a written or electronic copy of its most recent benefit report available upon written request from any person. A benefit corporation shall not be required to publicly disclose to persons other than its shareholders any proprietary, confidential, or individual compensation information contained in its benefit report to the extent that any third-party standard adopted by the directors of the benefit corporation permits the omission of such information from public disclosure.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2"}},"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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-791\/","history_text":"

This law was first created in 2011. The record of its establishment is cataloged in chapter 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":77944,"section_number":"13.1-790","catch_line":"Right of action","order_by":null,"url":"\/13.1-790\/"}],"refers_to":false,"permalink":{"id":150879,"object_type":"law","relational_id":74425,"identifier":"13.1-791","token":"13.1\/9\/22\/13.1-791","url":"\/13.1-791\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-791\/","token":"13.1\/9\/22\/13.1-791","dublin_core":{"Title":"Annual benefit report","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-791","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A benefit corporation<\/span> shall prepare an annual benefit report that includes all of the following: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A narrative description of:\n\t\t\t\ta. The ways in which the benefit corporation<\/span> pursued the general public benefit<\/span> during the year and the extent to which the general public benefit<\/span> was created; and\n\t\t\t\tb. Both: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The ways in which the benefit corporation<\/span> pursued any specific public benefit<\/span> that the articles of incorporation<\/span> or bylaws, or other action taken by the board of directors, state<\/span> it is the purpose of the benefit corporation<\/span> to create; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The extent to which that specific public benefit<\/span> was created; and\n\t\t\t\t\tc. Any circumstances that have hindered the creation by the benefit corporation<\/span> of the general or any specific public benefit<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> An assessment of the social and environmental performance of the benefit corporation<\/span>. The assessment shall be:\n\t\t\t\ta. Prepared in accordance with a third-party<\/span> standard<\/span> specified in the articles of incorporation<\/span>, the bylaws, or otherwise adopted by the board of directors and applied consistently with any application of that standard in prior benefit reports; or\n\t\t\t\tb. Accompanied by an explanation of the reasons for any inconsistent application; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Any other information or disclosures that may be required under any third-party<\/span> standard<\/span> adopted by the directors of the benefit corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The benefit report shall be made available annually to each shareholder<\/span> of the benefit corporation<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Within 120 days following the end of the fiscal year of the benefit corporation<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> At the same time that the benefit corporation<\/span> delivers<\/span> any other annual report to its shareholders<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A benefit corporation<\/span> shall post its most recent benefit report on a publicly accessible portion of its Internet website, if any. If a benefit corporation<\/span> does not have an Internet website, it shall make a written<\/span> or electronic<\/span> copy of its most recent benefit report available upon written<\/span> request from any person<\/span>. A benefit corporation<\/span> shall not be required to publicly disclose to persons<\/span> other than its shareholders<\/span> any proprietary, confidential, or individual<\/span> compensation information contained in its benefit report to the extent that any third-party<\/span> standard<\/span> adopted by the directors of the benefit corporation<\/span> permits the omission of such information from public disclosure. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nANNUAL BENEFIT REPORT (\u00a7 13.1-791)\n\nA. A benefit corporation shall prepare an annual benefit report that includes\nall of the following:\n\n 1. A narrative description of:\n \t\t\t\ta. The ways in which the benefit corporation pursued the general public\n benefit during the year and the extent to which the general public benefit was\n created; and\n \t\t\t\tb. Both:\n\n 1. The ways in which the benefit corporation pursued any specific public\n benefit that the articles of incorporation or bylaws, or other action taken\n by the board of directors, state it is the purpose of the benefit\n corporation to create; and\n\n 2. The extent to which that specific public benefit was created; and\n \t\t\t\t\tc. Any circumstances that have hindered the creation by the benefit\n corporation of the general or any specific public benefit;\n\n 2. An assessment of the social and environmental performance of the benefit\n corporation. The assessment shall be:\n \t\t\t\ta. Prepared in accordance with a third-party standard specified in the\n articles of incorporation, the bylaws, or otherwise adopted by the board of\n directors and applied consistently with any application of that standard in\n prior benefit reports; or\n \t\t\t\tb. Accompanied by an explanation of the reasons for any inconsistent\n application; and\n\n 3. Any other information or disclosures that may be required under any\n third-party standard adopted by the directors of the benefit corporation.\n\nB. The benefit report shall be made available annually to each shareholder of\nthe benefit corporation:\n\n 1. Within 120 days following the end of the fiscal year of the benefit\n corporation; or\n\n 2. At the same time that the benefit corporation delivers any other annual\n report to its shareholders.\n\nC. A benefit corporation shall post its most recent benefit report on a publicly\naccessible portion of its Internet website, if any. If a benefit corporation\ndoes not have an Internet website, it shall make a written or electronic copy of\nits most recent benefit report available upon written request from any person. A\nbenefit corporation shall not be required to publicly disclose to persons other\nthan its shareholders any proprietary, confidential, or individual compensation\ninformation contained in its benefit report to the extent that any third-party\nstandard adopted by the directors of the benefit corporation permits the\nomission of such information from public disclosure.\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}}