Code of the District of Columbia

Subchapter IV. Transparency.


§ 29–1304.01. Annual benefit report.

(a) A benefit corporation shall prepare an annual benefit report including all of the following:

(1) A narrative description of:

(A) The process and rationale for selecting the third-party standard used to prepare the benefit report;

(B) The ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created;

(C)(i) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state it is the purpose of the benefit corporation to create; and

(ii) The extent to which that specific public benefit was created; and

(D) Any circumstances that have hindered the pursuit or creation of the general public benefit purpose and any specific public benefit purpose.

(2) An assessment of the overall social and environmental performance of the benefit corporation against a third-party standard:

(A) Applied consistently with the application of that standard in prior benefit reports; or

(B) If the third-party standard was not applied consistently, an explanation of the reasons for any inconsistent application.

(3) The name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed.

(4) The compensation paid by the benefit corporation during the year to each director in the capacity of a director.

(5) The name of each person that owns 5% or more of the outstanding shares of the benefit corporation either:

(A) Beneficially, to the extent known to the benefit corporation without independent investigation; or

(B) Of record.

(6) The statement of the benefit director described in § 29-1303.02(c).

(7) A statement of any connection between the organization that established the third-party standard, or its directors, officers, or material owners, and the benefit corporation or its directors, officers, or material shareholders, including any financial or governance relationship which might materially affect the credibility of the use of the third-party standard.

(8) If the benefit corporation has dispensed with or restricted the discretion or powers of the board of directors, a description of:

(A) The persons that exercise the powers, duties, and rights and have the immunities of the board of directors; and

(B) The person with the powers, duties, and rights of a benefit director if required by § 29-1303.02(e).

(b) A benefit corporation shall annually send a benefit report to each shareholder:

(1) Within 120 days following the end of the fiscal year of the benefit corporation; or

(2) At the same time that the benefit corporation delivers any other annual report to its shareholders.

(c) A benefit corporation shall post all of its benefit reports on the public portion of its website, if any, but the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted.

(d) If a benefit corporation does not have a website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy.

(e) The benefit corporation shall deliver a copy of the benefit report to the Mayor for filing when filing the biennial report required by § 29-102.11, but the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report that is delivered to the Mayor.


(May 1, 2013, D.C. Law 19-305, § 2(b), 60 DCR 2735.)

Section References

This section is referenced in § 29-1303.02 and § 29-1303.04.