4-36-401. Annual reports.

4-36-401. Annual reports. (a)(1) A benefit corporation shall prepare an annual benefit report and an annual franchise tax report under § 26-54-104. (2) An annual benefit report shall include: (A) A narrative description of: (i) The ways in which the benefit corporation pursued the general public benefit during the year and the extent to which the general public benefit was pursued; (ii) Both: (a) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state is the purpose of the benefit corporation to pursue; and (b) The extent to which that specific public benefit was pursued; (iii) Circumstances that have hindered the creation by the benefit corporation of a general public benefit or a specific public benefit; and (iv) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report; (B)(i) An assessment of the overall social and environmental performance of the benefit corporation against a third-party standard: (a) Applied consistently with an application of that standard in earlier benefit reports; or (b) Accompanied by an explanation of the reasons for an inconsistent application. (ii) The assessment does not need to be performed, audited, or certified by a third-party standards provider; (C) The name of the benefit director and the benefit officer and the address to which correspondence to each of them may be directed; (D) The compensation paid by the benefit corporation during the year to each director for serving in the capacity of a director; (E) The statement of the benefit director described in § 4-36-302; and (F) A statement of the connection between the organization that established the third-party standard or its directors, officers, or a holder of five percent (5%) or more of the governance interests in the organization, and the benefit corporation or its directors, officers, or a holder of five percent (5%) or more of the outstanding shares of the benefit corporation, including a financial or governance relationship that may materially affect the credibility of the use of the third-party standard. (b) A benefit corporation shall send a benefit report to each shareholder annually: (1) Before the stated due date of an annual franchise tax under § 26-54-104; or (2) When the benefit corporation delivers an annual financial report to its shareholders. (c)(1) A benefit corporation shall post all of its benefit reports on the public part of its Internet website. (2) The compensation paid to a director and a financial or proprietary informationist included in the benefit reports may be omitted from the benefit reports as posted. (d)(1) 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 a person who requests a copy. (2) The compensation paid to directors and the financial or proprietary informationist included in the benefit report may be omitted from the copy of the benefit report provided. (e)(1) Concurrently with the delivery of the benefit report to shareholders under subsection (b) of this section, the benefit corporation shall deliver a copy of the benefit report to the Secretary of State for filing. (2) The compensation paid to directors and the financial or proprietary informationist included in the benefit report may be omitted from the benefit report as delivered to the Secretary of State. (3) The Secretary of State shall charge a fee of seventy dollars ($70.00) for filing a benefit report.