Italy – Benefit Companies: A growing phenomenon

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Nowadays, sustainability – intended in the broader sense of positive environmental and social impact of business efforts – is a sensitive topic for many entrepreneurs. Promoting certain "social structures" aimed at pursuing sustainability, without losing track of the business side, is the goal of recent actions of the Italian legislator.

The innovative feature, which characterizes Benefit Companies ("BCs"), is the pursuing of a positive impact on society, by operating in a sustainable and transparent way, remaining, however, mainly focused on the predominant profit-making purposes. BCs' implementation aims at accomplishing certain "social" benefits, which must be necessarily balanced with the economic nature of a business activity.

Pursuant to Law No. 208/2015, all the traditional companies' types (partnerships – "società di persone" – as well as corporations – "società di capitali") can access the BC model. As a consequence, a BC is not an ad hoc type of company, which must pursue exclusively "social" purposes, but it falls into the traditional companies' types, characterized – however – by a wider business purpose, which combines profit-making and "social" goals.

In order to transform a company into a BC, it is sufficient to amend the by-laws accordingly, by supplementing its business purpose with a "social" one. The inclusion of the wording "benefit company" in the business name is – instead – not mandatory, even if it is often used for marketing purposes. BCs are subject to strict transparency and disclosure requirements: in particular, they must report on a yearly basis to their shareholders and stakeholders the achieved results, progresses and future commitments in sustainable matters.

BCs could be an opportunity to improve and differentiate the companies' position in the market, by resulting – for instance – more attractive for those institutional investors, which consider sustainability a key element for their portfolio companies. In the last few years, Italy was the first European country to introduce an ad hoc legislation for BCs, shaped on the U.S. model. Recently, the Italian legislator with Law Decree No. 34, dated May 19^th, 2020 (the so called "Decreto Rilancio") granted a tax receivable equal to 50% of the costs for incorporation of BCs or transformation into a BC.