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Secretary of State’s Office Now Accepts Filings for Benefit Corporations
Newest Nevada entity type consider social and environmental impacts along with fiscal objectives
Posted Date: 1/3/2014

FOR IMMEDIATE RELEASE
Contact: Catherine Lu, Public Information Officer 
             (702) 486-6982 / 334-7953 
             clu@sos.nv.gov 
 

(Carson City, NV; January 3, 2014) – Effective January 1, 2014, Nevada Secretary of State Ross Miller’s office accepts new and amended filings for a new type of business entity – the benefit corporation. Benefit corporations are for-profit entities that consider the society and environment in addition to fiduciary goals in their decision-making process, differing from traditional corporations in their purpose, accountability, and transparency.

The 2013 Legislature authorized the formation of benefit corporations when it passed Assembly Bill 89 and was signed into law on May 24. The purpose of a benefit corporation is to create general public benefit, which is defined in AB 89 as “a material positive impact on society and the environment…as assessed against a third-party standard that satisfies certain requirements.” In its articles of incorporation, a benefit corporation identifies one or more specific public benefits as an additional purpose, such as, though not limited to, the following examples:

  • Providing low-income or underserved individuals or communities with beneficial products or services, 
  • Promoting economic opportunity for individuals or communities beyond the creation of jobs in the ordinary course of business, 
  • Preserving the environment, 
  • Improving human health and promoting the arts, sciences or the advancement of knowledge.

A benefit corporation requires directors and officers to consider the impacts of any action or proposed action upon certain constituencies, including, without limitation, shareholders, employees, suppliers, subsidiaries, customers who are beneficiaries of the general or specific public benefit purposes of the benefit corporation and the environment.

“Corporate social responsibility has long-lasting effects on both the company and the public, and I’m proud that Nevada took the necessary steps to legalize the formation of benefit corporations and is only one of a handful of states to offer it,” said Secretary Miller.

A benefit corporation can be formed by filing articles of incorporation or amending its current articles with the Secretary of State and paying the filing fee as required by existing law.

The Law Office of Lara Pearson (LOLP), doing business as Brand Geek, filed amended articles of incorporation to become Nevada's first benefit corporation. In February 2008, LOLP became Nevada’s first Certified B Corporation, a certification issued to for-profit companies by non-profit organization B Lab. Brand Geek educates, entertains and inspires others about intellectual property law and social enterprises that exist in an effort to create environmental and social good while thriving economically.

“The best way to lead is by example, and I am honored to lead the way in Nevada for this new class of corporations that seeks to improve the way business is done,” said Pearson. “By using the power of business as a catalyst for positive change, we truly can be the change we wish to see in the world.”

To file a new benefit corporation or to amend an existing corporation, visit www.nvsilverflume.gov to begin the process, and call (775) 684-5708 with any questions.

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