Social Enterprise State Survey
Social Enterprises are a legal structure created by U.S. State law. These types of legal structure are generally a hybrid blend of the for-profit structure with a legally mandated social impact. Social enterprises seek to create businesses with positive social and environmental impacts in addition to financial returns.
Select a state or jurisdiction below for information about the social enterprise forms that are available, or are currently under consideration by the state legislature.
Alaska
No activity
L3C:
No activity
SPC:
No activity
Benefit Corp:
An Act relating to corporations, including benefit corporations, and other entities; and providing for an effective date. – Short title: Benefit Corporations
H.B. 124, 30th Legis., 1st Sess. (Alask. 2017).
H.B. 124 was introduced on February 15, 2017 and amended by the House Labor and Commerce Committee on April 11, 2017. On May 16, 2017, the bill passed the House by a vote of 28-11. On January 1, 2018, the bill was referred to the Senate Finance Committee and a hearing was held on March 21, 2018. There has been no further action on this bill. A previous version of this bill (H.B. 49) died in the House Rules Committee in 2016.
SPBLP:
No activity
Arizona
No activity
L3C:
No activity
SPC:
No activity
Benefit Corp:
Enacted Legislation
Arizona Benefit Corporation Act
Ariz. Rev. Stat. § 10-2401 to § 10-2422 (2014).
The Arizona Benefit Corporation Act took effect from and after December 31, 2014.
SPBLP:
No activity
Connecticut
An Act Establishing Benefit Limited Liability Companies
S.B. 12, 2017 Reg. Sess. (Ct. 2017); H.B. 5251, 2018 Reg. Sess. (Ct. 2018).
S.B. 12 was referred to the Joint Committee on Judiciary on January 4, 2017. As of May 24, 2017, favorable report was produced and tabled for calendar in the Senate. H.B. 5251 was referred to the Joint Committee on Judiciary on February 26, 2018. The bill was referred by House to Committee on Appropriations on April 24, 2018. There has been no activity on either bill since. H.B. 5600, AN ACT CONCERNING A STUDY OF THE TAX IMPLICATIONS OF ALLOWING BENEFIT LIMITED LIABILITY COMPANIES UNDER STATE LAW, was introduced in January 2019 and has been voted to draft as of April 15, 2019. https://www.cga.ct.gov/2019/TOB/h/pdf/2019HB-05600-R00-HB.PDF.
L3C:
An Act Authorizing the Establishment of Low-Profit Limited Liability Companies
S.B. 528, 2013 Sess. (Ct. 2013).
S.B. 528 died in the Joint Committee on Commerce. A previous version of the bill; S.B. 403 died in chamber in 2012.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Connecticut Benefit Corporation Act
S.B. 23, 2014 Sess. (Ct. 2014).
The Connecticut Benefit Corporation Act is the only one of its kind to include a “legacy preservation” provision allowing a benefit corporation to adopt a so-called “asset lock” following 24 months of continuous operation. Effective October 1, 2014. HB5265, An Act Concerning The Business Entity Tax Liability Of Benefit Corporations, was introduced on January 14, 2019. A public hearing was held on February 28, 2019. See https://www.cga.ct.gov/2019/TOB/h/pdf/2019HB-05265-R00-HB.PDF.
SPBLP:
No activity
Florida
No activity
L3C:
No activity
SPC:
Enacted Legislation
Florida Business Corporation Act – Part II – Social Purpose Corporations
Fla. Stat. Ann. §§ 607.501 to .513 (2014).
Florida simultaneously adopted the social purpose corporation and benefit corporation forms, effective July 1, 2014. H.B. 1285, effective July 1, 2018, inter alia, authorizes state banks and trust companies to form as SPC or Bcorps. See http://www.flsenate.gov/Session/Bill/2018/1285/BillText/er/PDF.
Benefit Corp:
Enacted Legislation
Florida Business Corporations Act – Part III – Benefit Corporations
Fla. Stat. Ann. §§ 607.601 to .613 (2014).
Florida simultaneously adopted the social purpose corporation and benefit corporation forms, effective July 1, 2014. H.B. 1285, effective July 1, 2018, inter alia, authorizes state banks and trust companies to form as SPC or Bcorps. See http://www.flsenate.gov/Session/Bill/2018/1285/BillText/er/PDF.
SPBLP:
No activity
Iowa
No activity
L3C:
An Act Providing for Limited Liability Companies Organized on a Low-Profit Basis
S.F. 158, 84th Gen. Assemb., 2011 Sess. (Iowa 2011).
SPC:
No activity
Benefit Corp:
A bill for an act allowing the formation of certain for-profit corporations as benefit corporations authorized to do business in this state under certain conditions.
H.F. 312; H.F. 229; H.F. 645, 2019-2020 Reg. Sess. (Iowa 2019).
Companion bills H.F. 312, H.F. 229, and H.F. 645 were introduced on February 8, February 5, and March 6, 2019, respectively. There has been no action on H.F. 312 and H.F. 645 since their introduction, while the only action on H.F. 229 since its introduction is a subcommittee meeting on February 27, 2019. Companion benefit corporation bills, H.F. 62 and S.F. 221, were introduced in the House and Senate on January 23, 2017, and February 9, 2017, respectively. Both bills were referred to the Committees on Commerce in 2017. No action has been taken on either bill since. H.F. 62/S.F. 221, 87th Gen. Assemb. (Iowa 2017). A previous version of these bills, H.F. 2063, was introduced on January 20, 2016 but died in the House Judiciary Committee.
SPBLP:
No activity
Indiana
No activity
L3C:
A Bill for an Act to Amend the Indiana Code Concerning Business and Other Associations
S.B. 501, 117th Gen. Assemb., 1st Reg. Sess. (Ind. 2011).
S.B. 501 died in the Committee on Commerce and Economic Development.
SPC:
No activity
Benefit Corp:
Enacted Legislation
An Act to Amend the Indiana Code Concerning Business and Other Associations
H.B. 1015, 119th Gen. Assemb., 2015 Sess. (Ind. 2015).
H.B. 1015 was signed into law by Gov. Mike Pence on April 30, 2015. The law took effect on January 1, 2016. A previous version of the bill, H.B. 1260, died in the House Committee on Judiciary in 2014.
SPBLP:
No activity
Louisiana
No activity
L3C:
Enacted Legislation
An Act Relative to Limited Liability Companies
La. Rev. Stat. Ann. §§ 12:1301(A)(11.1), 1302(c), 1305(B)(3), 1306(A)(1), 1309(A) (2013).
SPC:
No activity
Benefit Corp:
Enacted Legislation
Benefit Corporations Law
La. Rev. Stat. Ann. §§ 12:1801 to- 1832 (2012).
SPBLP:
No activity
Maine
No activity
L3C:
An Act to Replace the Maine Limited Liability Company Act
Me. Rev. Stat. tit. 31, §§ 1502, 1508, 1559, 1611 (2013).
SPC:
No activity
Benefit Corp:
Enacted Legislation
An Act Concerning The Establishment Of Benefit Corporations
L.D. 1519, 129th Legis., 1st Reg. Sess (Me. 2019).
L.D. 1519 was signed into law my Governor Mills on the 17th of June, 2019. L.D. 1519 was introduced during in the spring of 2019. The bill was referred to the Committee on Innovation, Development, Economic Advancement, and Business on April 11, 2019. A previous version of this bill (L.D. 1154/H.P. 792) was passed by the House and Senate on June 10, 2015 and was sent to Gov. Paul LePage for signature. On June 22, 2015 Gov. LePage vetoed the bill. On June 23, 2015, 88 Members of the Maine House of Representatives voted to override the Governor’s veto, falling 8 votes short of the required 2/3 majority.
SPBLP:
No activity
Missouri
No activity
L3C:
An Act to Create New Provisions Relating to Low-Profit Limited Liability Corporations
H.B. 1890, 95th Gen. Assemb., 2nd Reg. Sess. (Mo. 2010).
H.B. 1890 was introduced on January 4, 2018.
SPC:
No activity
Benefit Corp:
Failed Legislation
An Act to Amend Chapter 351 by Adding Thereto Twelve New Sections Relating to Benefit Corporations
H.B. 1936; 101st Gen. Assemb. (Mo. 2020).
H.B. 1936 was introduced on the 8th of January, 2020 and read for a second time on the 9th of January. Previously, benefit corporation bills H.B. 1448 and H.B. 1154 were introduced in 2019. H.B. 1448 was prefiled on December 2, 2019. H.B. 1154 was introduced on February 28, 2019. S.B. 105 was pre-filed on December 1, 2018 and had its first reading in the Senate on January 9, 2019. On February 19, 2019 the Senate General Laws Committee voted “Do not pass.” S.B. 467 was introduced on February 23, 2017 and was referred to the Senate Small Business and Industry Committee on March 2, 2017. The pending bill tracks the Model Benefit Corporation Legislation, however, a previous version of benefit corporation legislation that tracked the Delaware PBC statute (H.B. 1956) was introduced in 2014 but died in the House Corrections Committee on May 16, 2014.
SPBLP:
No activity
North Carolina
No activity
L3C:
North Carolina Limited Liability Company Act
S.B. 439, 2013-2014 Sess. (N.C. 2014).
S.B. 439 repealed North Carolina’s L3C statute. To date, North Carolina is the only state that has abolished the L3C.
SPC:
No activity
Benefit Corp:
North Carolina Public Benefit Corporation Act
H.B. 616, 2017-2018 Reg. Sess. (N.C. 2017).
H.B. 616 was introduced on April 5, 2017 and failed its second reading on June 26, 2017.
SPBLP:
No activity
Nevada
No activity
L3C:
An Act Relating to Business; providing for the formation of low profit limited liability companies.
A.B. 172,79th Legis. Sess. (Nev. 2017).
A.B. 172 was introduced on February 13, 2017. Pursuant to Joint Standing Rule No. 14.3.1, no further action was allowed as of April 14, 2017.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Nevada Benefit Corporation Act
Nev. Rev. Stat. §§ 78B.010 to- .190 (2014).
Nevada was one of seven states in 2013 to enact benefit corporation legislation.
SPBLP:
No activity
New Mexico
No activity
L3C:
No activity
SPC:
No activity
Benefit Corp:
Enacted Legislation
Benefit Corporation Act
H.B. 118; Regular Session (N.M. 2020).
New Mexico’s Benefit Corporation Legislation was signed by the Governor on March 6, 2020. A previous version of the bill was introduced in 2019 and in 2018. New Mexico benefit corporation bill (H.B. 118) was introduced on December 20, 2018. On the 16, of January 2019 it was sent to House commerce and Economic Development Committee. An earlier benefit corporation bill, H.B. 467 was introduced on February 15, 2017 and passed the House by a unanimous vote of 66-0 on March 10, 2017. The bill was referred to the Senate Committee on Corporations and Transportation on March 14, 2017 and was subsequently withdrawn from committee pending further action on March 18, 2017 prior to the legislature adjourning sine die. In 2013 and 2014, New Mexico considered bills that would have created a voluntary benefit corporation “designation” for existing corporations and partnerships, but did not seek to create a new corporate form. Neither of these bills were passed into law. S.B. 96 was introduced on December 29, 2014 and was postponed indefinitely on January 22, 2015. A prior version of the bill was passed by both houses of the legislature , but was pocket vetoed by Gov. Susana Martinez on April 8, 2013.
SPBLP:
No activity
Oklahoma
Failed Legislation
An Act relating to business entities.
S.B. 1741, 2020 Leg., Reg. Sess. (Okla. 2020)
After enacting benefit corporation legislation in 2019, Oklahoma’s Senate introduced a bill including a section that would also permit companies to form benefit limited liability companies. The bill passed the Senate unanimously, but the session ended before the House voted on the matter.
L3C:
An Act Relating to Corporations
H.B. 1088, 53rd Leg., 1st Reg. Sess. (Okla. 2011).
H.B. 1088 died in the House Judiciary Committee.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Oklahoma Benefit Corporation Act
H.B. 2423 , 57th Legis., 1st Sess. (Ok. 2019).
Oklahoma’s benefit corporation bill (H.B. 2423) was signed by the Governor on the 15th of April, 2019. It was first introduced on February 4, 2019. The bill (H.B. 2423) passed in the House by a unanimous vote of 93-0 on March 14, 2019 and passed in the Senate by a unanimus vote of 46-0 on April 8, 2019. Previous bills in the House (H.B. 1809) and Senate (S.B. 343) were introduced on February 6, 2017, but neither bill went to their respective floors for a vote and died in committee in 2018. Earlier versions of these bills were introduced in 2015 (H.B. 1039) and in 2016 (S.B. 1121), but died in the House Judiciary and Civil Procedure Committee and Senate Judiciary Committee, respectively.
SPBLP:
No activity
Rhode Island
No activity
L3C:
Enacted Legislation
Rhode Island Limited Liability Company Act
R.I. Gen. Laws §§ 7-16-2, -9, -49, -76 (2013).
SPC:
No activity
Benefit Corp:
Enacted Legislation
An Act Relating to Corporations, Associations, and Partnerships Allowing for the Creation of Benefit Corporations
R.I. Gen. Laws Ann. §§ 7-5.3-1 to- 7-5.3-13 (2013).
In 2013, Rhode Island was one of seven states that enacted benefit corporation legislation.
SPBLP:
No activity
Tennessee
No activity
L3C:
An Act Relative to Low-Profit Limited Liability Companies
S.B. 506, 108th Reg. Sess (Tenn. 2013).
S.B. 506 died in the Senate Business and Utilities Committee.
SPC:
No activity
Benefit Corp:
Enacted Legislation
For-Profit Benefit Corporation Act
Tenn. Code Ann. §§ 48-28-101 to- 48-28-402 (Tenn. 2015).
The Tennessee bill uses the term “For-Profit Benefit Corporation” and deviates from both the Model Benefit Corporation Legislation and the language of the Delaware PBC statute in several respects. It was passed unanimously by both the House and Senate and was signed by Gov. Bill Haslam on May 20, 2015.
SPBLP:
No activity
Vermont
No activity
L3C:
Enacted Legislation
Low-Profit Limited Liability Companies Act
Vt. Stat. Ann. tit. 11, §§ 3001(27), 3005(a), 3023(a) (2013).
Vermont was the first state to authorize the L3C form.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Vermont Benefit Corporations Act
Vt. Stat. Ann. tit. 11A §§ 21.01 to -.14 (2013).
In 2009, Vermont became the second state to pass a benefit corporation statute.
SPBLP:
No activity
West Virginia
No activity
L3C:
No activity
SPC:
No activity
Benefit Corp:
Enacted Legislation
West Virginia Benefit Corporation Act
W. Va. Code Ann. §§ 31F-1-101 to -501 (2014).
The West Virginia statute was enacted in 2014.
SPBLP:
No activity
Alabama
Business entity law, authorizing the creation of benefit corporations
S.B. 427 Reg. Sess. (Ala. 2019)
S.B. 427 was introduced on the 22nd of May, 2019 and authorizes the creation of both Benefit Corporations and BLLCs.
L3C:
An Act Relating to Limited Liability Companies
S.B. 517; 2011 Reg. Sess.; (Ala. 2011).
The bill was read for the first time and referred to Senate Committee on Judiciary on May 25, 2011.
SPC:
No activity
Benefit Corp:
Enacted Legislation
An Act Relating to Corporations
H.B. 202; 2020 Reg. Sess. (Ala. 2019).
H.B. 202 was introduced on the 11th of February, 2020. It was delivered to the governor for signature on the 12th of March, 2020. S.B. 427 was introduced to the Senate on the 22nd of May, 2019. The bill was subsequently referred to the Fiscal Responsibility and Economic Development Committee. No further action has since been taken on this bill.
SPBLP:
No activity
California
No activity
L3C:
No activity
SPC:
Enacted Legislation
Social Purpose Corporations Act
Cal. Corp. Code §§ 2500-3503 (2014).
On September 27, 2014, the Social Purpose Corporations Act amended the Corporate Flexibility Act of 2011 which, among other things, renamed the Corporate Flexibility Act of 2011 as the Social Purpose Corporations Act, and renamed flexible purpose corporations as social purpose corporations.
Benefit Corp:
Enacted Legislation
California Benefit Corporations Act
Cal. Corp. Code § 14600 – § 14631 (2012).
The California Benefit Corporation Act took effect on January 1, 2012.
SPBLP:
No activity
Washington, D.C.
No activity
L3C:
Low-Profit Limited Liability Company Establishment Act of 2011
B19-0177, D.C. Council, 19th Period (D.C. 2011).
B19-0177 died in the Committee on Public Services and Consumer Affairs.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Benefit Corporation Act of 2012
D.C. Code §§ 29-1301.01 to 1304.01 (2013).
SPBLP:
No activity
Georgia
No activity
L3C:
An Act to Provide for Low-Profit Limited Liability Companies
H.B. 594, 151st Gen. Assemb., Reg. Sess. (Ga. 2011).
SPC:
No activity
Benefit Corp:
Enacted Legislation
Business Corporations; provide for benefit corporations
H.B. 230, 2019-2020 Reg. Sess. (Ga. 2018).
H.B. 230 was introduced on February 8, 2019. The bill passed the House on March 5, 2019 and passed the Senate on June 25, 2020. It was signed by the Governor on July 29, 2020.
SPBLP:
No activity
Idaho
No activity
L3C:
No activity
SPC:
No activity
Benefit Corp:
Enacted Legislation
Idaho Benefit Corporation Act
Idaho Code Ann. §§ 30-20-01 to 30-20-13 (2015).
The Idaho Benefit Corporation Act was signed into law on April 2, 2015 and takes effect July 1, 2015.
SPBLP:
No activity
Kansas
No activity
L3C:
An Act Relating to Low-Profit Limited Liability Companies
H.B. 2361, 2013-2014 Leg. Sess. (Kan. 2014).
H.B. 2361 died in the Judiciary Committee.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Amending the Kansas general corporation code to include public benefit corporations.
H.B. 2153, 2017-2018 Reg. Sess. (Kan. 2017).
H.B. 2153 was introduced on January 25, 2017, enrolled and approved in May 2017, and effective as law as of July 1, 2017. The passage of the bill effectively amended the Kansas General Corporations Code to allow for formation of public benefit corporations. See Chapter 17, Article 72a, available at https://www.ksrevisor.org/statutes/ksa_ch17.html. H.B. 2125 was introdued on January 23, 2017. The bill passed the House on February 21, 2017, by a vote of 124-1 and was received in the Senate, where it was referred to the Committee on Judiciary on February 23, 2017. It died in the Senate Committee on May 4, 2018. H.B. 2125, 2016-2017 Leg. Sess. (Kan. 2017). Previous versions of this bill were introduced in 2016 (H.B. 2697) and 2014 (H.B. 2650), but died in the House Committee on Judiciary and House Committee on Commerce, Labor and Economic Development, respectively.
SPBLP:
No activity
Massachusetts
No activity
L3C:
An Act Relative to Creating Low-Profit Limited Liability Companies
S. 184, 190th Gen. Ct. (Mass. 2017-2018).
S. 1962 reintroduced L3C legislation on January 20, 2017. Previous versions of this bill, including S. 111/S. 2145, 189th Gen. Ct. (Mass. 2015-2016) and H.B. 1868, 187th Gen. Ct. (Mass 2011-2012), died in committee.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Massachusetts Benefit Corporation Act
Mass. Gen. Laws Ch. 156E, §§ 1-16 (2013).
SPBLP:
No activity
Michigan
No activity
L3C:
Enacted Legislation
Michigan Limited Liability Company Act
Mich. Comp. Laws §§ 450.4102, 4204(2), 4803(1) (2013).
SPC:
No activity
Benefit Corp:
Failed Legislation
A Bill to Amend the Business Corporation Act
H.B. 6309, 6310, 6311, 6312 20th Leg. Sess.
Michigan Legislature reintroduced benefit corporation legislation. H.B. 5867 on April 24, 2018 and was referred to the House Committee on Commerce and Trade. Its passage is conditioned upon the approval of other bills (a so-called tie bar), namely, H.B.s 5868, 5869 and 5872.
SPBLP:
No activity
Mississippi
No activity
L3C:
No activity
SPC:
No activity
Benefit Corp:
Failed Legislation
Mississippi Benefit Corporation Act
H.B. 952; 2020 Reg. Sess. (Miss. 2020).
H.B. 952 was introduced on February 14, 2020 however it died in committee. H.B. 8 was introduced on January 11, 2019 however it died in committee on February 5, 2019. H.B. 544 was introduced on January 8, 2018 and was referred to the House Judiciary Committee. The bill died in committee on January 30, 2018. A previous version of the bill, H.B. 673, was introduced on January 13, 2017 but died in committee on January 31, 2017.
SPBLP:
No activity
North Dakota
No activity
L3C:
Low-Profit Limited Liability Companies
H.B. 1447, 64th Leg., Assemb. (N.D. 2015).
The North Dakota House voted against H.B. 1299 by a 23-65 vote on January 25, 2013. H.B. 1447 was reintroduced in 2015 but failed on its second reading.
SPC:
No activity
Benefit Corp:
North Dakota Public Benefit Corporation Act
H.B. 1466, 66th Legis. Assemb., (N.D. 2019).
H.B. 1466 was introduced on January 14, 2019. It passed the legislative assembly on February 5, 2019. On April 8, 2019 it was referred to the Industry, Business and Labor Committee. Interestingly, this is the first time North Dakota has considered benefit corporation legislation since 2015, when it considered a previous version of the bill (H.B. 1237), which passed in the House by a vote of 87-6 on January 27, 2015 but failed after its second reading in the Senate by a vote of 44-2 on March 24, 2015.
SPBLP:
No activity
New Hampshire
No activity
L3C:
An Act Relative to Low-Profit Limited Liability Companies
S.B. 352, 2012 Reg. Sess. (N.H. 2012).
S.B. 352 died in the Senate Commerce Committee.
SPC:
No activity
Benefit Corp:
Enacted Legislation
New Hampshire Benefit Corporation Act
N.H. Rev. Stat. Ann. §§ 293-C:1 to- 13 (2014).
The New Hampshire Benefit Corporation Act took effect on January 1, 2015.
SPBLP:
No activity
New York
No activity
L3C:
An Act to Amend the Limited Liability Company Law, in Relation to Establishing the L3C Act Regarding Low-Profit Limited Liability Companies
A20060, 241st Leg. Sess. (N.Y. 2018).
New York’s L3C bill (A 10060) was introduced on March 14, 2018. The bill was referred to the Corporations, Authorities, and Commissions and the bills enacting clause was stricken on April 9, 2018, meaning the main sponsor of the bill, Assemblywoman Amy Paulin, removed her name from the bill and the bill died. This marks the second consecutive year that New York’s L3C bill has died. A previous version of the bill (A 5859), which was introduced on February 16, 2017, died on January 1, 2018 when the enacting clause was stricken after the bill was referred to the Corporations, Authorities, and Commissions.
SPC:
No activity
Benefit Corp:
Enacted Legislation
New York Benefit Corporation Act
N.Y. Bus. Corp. Law §§ 1701-1709 (2013).
SPBLP:
No activity
Oregon
Enacted Legislation
An Act Relating to Benefit Companies
Ore. Rev. Stat. §§ 60.750 to- .770 (2014).
The Oregon Act uses the term “benefit company” and permits both corporations and LLCs to adopt the benefit company form.
L3C:
An Act Relating to Low-Profit Limited Liability Companies
H.B. 2745, 76th Leg. Assemb. (Or. 2011).
H.B. 2745 died in the House Business and Labor Committee.
SPC:
No activity
Benefit Corp:
Enacted Legislation
An Act Related to Benefit Companies
Ore. Rev. Stat. §§ 60.750 to- .770 (2014).
The Oregon Act uses the term “benefit company” and permits both corporations and LLCs to adopt the benefit company form.
SPBLP:
No activity
South Carolina
No activity
L3C:
No activity
SPC:
No activity
Benefit Corp:
Enacted Legislation
South Carolina Benefit Corporation Act
S.C. Code Ann. §§ 33-38-110 to -600 (2013).
In 2012, South Carolina was one of five states that enacted benefit corporation legislation.
SPBLP:
No activity
Texas
No activity
L3C:
An Act Relating to the Creation of a Low-Profit Limited Liability Company.
HB 2622
HB 2622 was introduced in the 83rd Regular Session in 2013. It died in the House Business and Industry Committee.
SPC:
Enacted Legislation
An Act Relating to Social Purposes of a For-Profit Corporation
Tx. Bus. Org. Code §§ 23.001 to- .110 (2013).
The Texas statute permits all Texas for-profit corporations to adopt a “social purpose,” but unlike the other SPC statutes, it does not authorize the creation of a new corporate form.
Benefit Corp:
Enacted Legislation
An Act Relating to Authorizing the Formation of Public Benefit Corporations
Tex. Bus. Org. Code _ 21.951-21.959
In 2017, Texas was one of four states that passed a benefit corporation bill. Texas’s statute took effect on September 1, 2017.
SPBLP:
No activity
Virginia
A Bill Related to Benefit Limited Liability Companies
H.B. 354, 2012 Gen. Assem., Reg. Sess. (Va. 2012).
H.B. 354 died in the Commerce and Labor Committee.
L3C:
An Act Relating to Low-Profit Limited Liability Companies
S.B. 351, 2012 Gen. Assemb., Reg. Sess. (Va. 2012).
S.B. 351 died in the Senate Committee on Commerce and Labor.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Virginia Benefit Corporation Act
Va. Code Ann. §§ 13.1-782 to -791 (2013).
SPBLP:
No activity
Wisconsin
No activity
L3C:
An Act Relating to the Creation of a Category of Limited Liability Company Identified as a Low-Profit Limited Liability Company
A.B. 60, 2015-2016 Reg. Sess. (Wisc. 2015).
A.B. 60 was introduced on February 23, 2015 and was referred to the Committee on Financial Institutions. The bill failed to pass on April 13, 2016 pursuant to Senate Joint Resolution 1. A previous version of this bill,A.B. 902, was introduced in 2009 but failed to pass pursuant to Senate Joint Resolution 1 of April 28, 2010.
SPC:
No activity
Benefit Corp:
Enacted Legislation
An Act to create a category of business corporation identified as a benefit corporation
2017 Wisconsin Act 77
The Wisconsin Bill was signed and became effective on November 27, 2017. It is very similar to the Model Benefit Corporation Legislation.
SPBLP:
No activity
Arkansas
No activity
L3C:
An Act to Allow for the Creation of a Low-Profit Limited Liability Company; and for Other Purposes.
H.B. 2102, 87th Gen. Assemb., Reg. Sess. (Ark. 2009); S.B. 5, 88th Gen. Assemb., Reg. Sess. (Ark. 2011).
The House bill was introduced on March 9, 2009. On April 9, 2009, the vote by which HB2102 passed was expunged, the author of the bill withdrew it, and the bill was recommended for study in the interim by the House Joint Interim Committee on Insurance & Commerce. S.B. 5 was introduced on January 10, 2011 and died in the Senate Sine Die adjournment on April 27, 2011.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Arkansas Benefit Corporation Act
Ark. Code Ann. § 4-36-101 to § 4-36-401 (2013).
Effective date was July 27, 2013. HB1510 was named Act 1388 on April 19, 2013.
SPBLP:
No activity
Colorado
No activity
L3C:
CO legislature was considering proposed L3C legislation in 2010 and indefinitely postponed it in the same year.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Public Benefit Corporation Act of Colorado
Col. Rev. Stat. § 7-101-501 to § 511, 6-113-102 (2013), as amended.
Colorado, like Delaware, has deviated from the Model Act, and is also the only state in which the Secretary of State has declared that public benefit corporations may be subject to regulation under a state charitable solicitation act. The Colorado statute was amended in 2017 by H.B. 17-1200 to, inter alia, delete the requirement that a public benefit corporation include a specific PBC identifier in its name and clarifying the requirements applicable to the filing of the annual public benefit report.
SPBLP:
No activity
Delaware
Enacted Legislation
Statutory Public Benefit Limited Liability Companies
Del. Code Ann. tit. 6, § 18-1201 to § 18-1208 (2018).
Subchapter XII of the DLLCA. Effective on August 1, 2018.
L3C:
No activity
SPC:
No activity
Benefit Corp:
Enacted Legislation
An Act to Amend Title 8 of the Delaware Code Relating to the General Corporation – Public Benefit Corporation
Del. Code Ann. tit. 8, §§ 361-368 (2013).
Delaware’s Public Benefit Corporation Act deviates from the Model Benefit Corporation legislation. On June 24, 2015, Gov. Jack Markell signed S.B. 75 into law, which amended 362 and 363 relating to the use of the “P.B.C.” designation, voting thresholds, and appraisal rights. On July 16, 2020, the Governor signed H.B. 341 into law, which amended 363, 365 and 367 relating to the voting thresholds and appraisal rights, changing the voting threshold from a two thirds to a majority requirement. Effective date was August 1, 2013.
SPBLP:
Enacted Legislation
Delaware Revised Uniform Limited Partnership Act Subchapter XII of Chapter 17, Title 6 Commerce and Trade of the Delaware Code, Section 17 1202
Hawaii
No activity
L3C:
An Act Relating to Business Entities
H.B. 19, 29th Leg., Reg. Sess. (Haw. 2017).
H.B. 19 was introduced on January 19, 2017 and was referred to the House Committee on Economic Development and Business on January 23, 2017. The Committee recommended that the bill be deferred on February 15, 2017. A previous version of this bill, H.B. 2028, was introduced in 2012 but died in the House Committee on Finance.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Sustainable Business Corporations
Haw. Rev. Stat. §§ 420D-1 to -13 (2013).
The Hawaii statute uses the term “sustainable business corporation” instead of “benefit corporation.” On January 29, 2015, H.B. 1158 was introduced. The bill would amend the Sustainable Business Corporation Act to add the use of a copyright or trademark for the purpose of job creation or upholding fair labor standards as a specific public benefit for sustainable business corporations. On December 17, 2015, H.B. 1158 was carried over to the 2016 Regular Session. HB 1409 was introduced on January 24, 2019. The purpose of this Act is to increase the visibility and accountability of sustainable business corporations and accordingly proposes measures to do so. On February 6, 2019, the committees on EDB recommended that the measure be passed, with certain amendments. See https://www.capitol.hawaii.gov/session2019/bills/HB1409_.PDF.
SPBLP:
No activity
Illinois
No activity
L3C:
Enacted Legislation
Low-Profit Limited Liability Company Act
805 Ill. Comp. Stat. 180/1-5, 1-10(a)(1), 1-26, 15-5 (2013).
The Illinois L3C statute is the only one of its kind that subjects L3Cs to regulatory oversight by the Attorney General. On February 4, 2015, H.B. 1367 was introduced by Rep. Kelly M. Cassidy to expand the corporate purposes of Illinois L3Cs. Effective on January 1, 2010.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Benefit Corporation Act
805 Ill. Comp. Stat. Ann. § 40/1 to § 40/5.01 (2013).
Effective on January 1, 2013.
SPBLP:
No activity
Kentucky
No activity
L3C:
An Act Relating to Low-Profit Limited Liability Companies
H.B. 110, 2011 Leg., Reg. Sess. (Ky. 2011).
H.B. 110 died in the Judiciary Committee.
SPC:
No activity
Benefit Corp:
Enacted Legislation
An Act Relating to Public Benefit Corporations
H.B. 35, 2017 Reg. Sess. (Ky. 2017).
H.B. 35 was pre-filed by Rep. Jerry Miller on December 1, 2016 for the 2017 Regular Session. The bill passed in the House by a vote of 78-17 on February 14, 2017, and passed in the Senate by a vote of 37-1 on March 7, 2017. H.B. 35 was signed into law on March 20, 2017. Previous versions of this bill introduced in 2014, 2015 and 2016 each passed the House but died in Senate committees. The Kentucky bill tracks the language of the Delaware PBC statute in many respects.
SPBLP:
No activity
Maryland
Enacted Legislation
Maryland Benefit LLC Act
Md. Code Ann., Corps. & Ass’ns §§ 11-4A-1201 to- 11-4A-1208, 11-1-502, 5-6C-03 (2013).
Maryland was the first state to enact Benefit LLC legislation. A list of Maryland Benefit LLCs is available here: http://www.dat.state.md.us/businesses/Documents/Benefitcorpllc.pdf
L3C:
An Act Concerning Corporations and Assocations – Low-Profit Limited Liability Companies
H.B. 552, 428th Gen. Assemb., Reg. Sess. (Md. 2011).
H.B. 552 was withdrawn on April 6, 2011 after an unfavorable Report from the Economic Matters Committee.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Maryland Benefit Corporation Act
Md. Code Ann., Corps. & Ass’ns §§ 5-6C-01 to- 5-6C-08 (2013).
In 2010, Maryland became the first state to authorize the benefit corporation.
SPBLP:
No activity
Minnesota
No activity
L3C:
A Bill for an Act Relating to Limited Liability Companies
H.F. 2702, 87th Leg. Sess. (Minn. 2012)
H.F. 2702 died in the Committee on Commerce and Regulatory Reform.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Minnesota Public Benefit Corporation Act
Minn. Stat. Ann. §§ 304A.001 to- 304A.301 (2015).
The Minnesota Public Benefit Corporation Act takes effect on January 1, 2015. It is the only one of its kind to authorize two types of benefit corporations, the general benefit corporation and the specific benefit corporation.
SPBLP:
No activity
Montana
No activity
L3C:
An Act Relating to Low-Profit Limited Liability Companies
H.B. 415, 62nd Leg., 2011 Sess. (Mont. 2011).
H.B. 415 died in Standing Committee.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Montana Benefit Corporation Act
H.B. 258, 64th Leg. Sess. (Mont. 2015).
The Montana Benefit Corporation Act was signed into law on April 27, 2015 and takes effect July 1, 2015.
SPBLP:
No activity
Nebraska
No activity
L3C:
No activity
SPC:
No activity
Benefit Corp:
Enacted Legislation
Nebraska Benefit Corporation Act
Neb. Rev. Stat. §§ 21-401 to- 414 (2014).
SPBLP:
No activity
New Jersey
No activity
L3C:
No activity
SPC:
No activity
Benefit Corp:
Enacted Legislation
New Jersey Business Corporation Act
N.J. Stat. Ann. §§ 14A:18-1 to- 11 (2013).
SPBLP:
No activity
Ohio
No activity
L3C:
No activity
SPC:
No activity
Benefit Corp:
Enacted Legislation
Allow a Corporation to Become a Benefit Corporation
S.B. 21, 134th Legis, 1st Sess. (Oh. 2020)
After a prior unsuccessful attempt to pass benefit corporation legislation, on December 18, 2020, the governor signed S.B. 21 enacting the benefit corporation form. The new law will be effective on March 24, 2021. A nearly identical version of the bill (S.B. 205) was introduced on September 28, 2017, passed in the Senate by a unanimous vote of 30-0 on November 28, 2018, and died in the House.
SPBLP:
No activity
Pennsylvania
Enacted Legislation
An Act amending Titles 15 and 54 of the Pennsylvania Consolidated Statutes
15 Penn. Cons. Stat. §§ 8891-8898 (2016).
The Pennsylvania benefit company law tracks the language of the Model Benefit Corporation Legislation.
L3C:
No activity
SPC:
No activity
Benefit Corp:
Enacted Legislation
An Act Amending Title 15 Providing for Benefit Corporations
15 Penn. Cons. Stat. §§ 3301-3305 (2013).
Pennsylvania was one of five states that encated benefit corporation legislation in 201
SPBLP:
No activity
South Dakota
No activity
L3C:
No activity
SPC:
No activity
Benefit Corp:
No Activity
SPBLP:
No activity
Utah
Enacted Legislation
Benefit Limited Liability Company Act
H.B. 186, 62nd Leg., 1st Sess. (Ut. 2018)
In March, Utah became the fourth state to authorize the BLLC. The bill was (H.B. 186) introduced on January 17, 2018 and enacted on March 19, 2018. The statute (H.B. 186) amended Utah’s limited liability company act. The statute was signed into law by Governor Gary Herbert and the bill authorizes the benefit company form. Utah’s BLLC bill (H.B. 186) took effect on May 8, 2018.
L3C:
Enacted Legislation
Utah Revised Uniform Limited Liability Company Act
Utah Code Ann. §§ 48-2c-102, -403, -405, -412, -1411 (2014).
The L3C statute was originally passed in 2009, and was later incorporated into Utah’s Uniform Revised LLC Act in 2013.
SPC:
No activity
Benefit Corp:
Enacted Legislation
Benefit Corporation Act
Utah Code §§ 16-10b-101 to 16-10b-402 (2014).
In 2014, Utah was one of six states that passed benefit corporation legislation.
SPBLP:
No activity
Washington
No activity
L3C:
No activity
SPC:
Enacted Legislation
An Act Relating to Social Purpose Corporations
Rev. Code Wash. 23B.25.005 to- .150 (2013).
Washington was the first state to enact Social Purpose Corporation legislation.
Benefit Corp:
No Activity
SPBLP:
No activity
Wyoming
No activity
L3C:
Enacted Legislation
Wyoming Limited Liability Company Act
Wy. Stat. Ann. §§ 17-29-102(a)(ix), -108, -705 (2013).
SPC:
No activity
Benefit Corp:
No Activity
SPBLP:
No activity