Benefit Legal Entities in Italy: An Overview

Benefit legal entities combine the normal logic of profit-making with corporate sustainability. They pursue, in addition to the profit purpose, one or more aims of common benefit to be indicated in the articles of association relating to the corporate activity. An initial question is whether the pursuit of these joint objectives (i.e., profit and social responsibility) is reserved solely to benefit corporations and whether (and to which extent) non-benefit legal entities are excluded from pursuing these dual aims. As regards the notion of common benefit, its specification in the articles of association raises some significant legal issues. Firstly, it affects the assessment of the directors’ duty of care; they are required to balance the interests of the shareholders with those other interests provided for in the by-laws, and consequently such balance has potential implications on directors’ liability. Secondly, stakeholders adversely affected by the entity’s failure to achieve those common benefit aims must be protected, but it is difficult to assess how. Finally, setting out a corporation’s common benefit could trigger, under certain conditions, the exit right of dissenting shareholders following the acquisition or loss of the «benefit status».