– Written by Elmira Shahbazi
The Italian Law n.208 of December 28th, 2015 (2016 Stability Law) has introduced in the Italian legal system the figure of “Benefit Corporations”, defining them in the Article 1 paragraph 376, as those companies which, in the exercise of an economic activity, in addition to the purpose of dividing its profits, pursue one or more purposes of common benefit and operate in a responsible, sustainable and transparent way towards people, communities, territories and environment, cultural and social goods and activities, cultural entities and associations and other stakeholders.
The illustrative Report on the bill stated that the proposal to introduce such companies in Italy aiming to “allow the spread in our legal system of companies which, in the exercise of their economic activity, also have the objective of improving the natural and social environment in which they operate, reducing or eliminating negative externalities or, better still, using practices, production processes and goods capable of producing positive externalities”.
The aim of the legislator was thus to expand the concept of “Corporate Social Responsibility (CSR)” – already enriched, for example, by the introduction of innovative start-ups with a social vocation and social enterprises – given that with the Benefit Corporation the shareholders, at the time of incorporation or, in the case of companies already established, following a specific amendment of the memorandum of association and articles of association, decide to bind and bind the company to a mission of common benefit to be identified with a real legal obligation of a statutory nature.
However, the Benefit Corporations remains a “for-profit” company that can carry out any economic activity and distribute profits – just like all for-profit companies currently provided for by our legislation – but at the same time achieve one or more beneficial purposes in favour of the community. In addition to the activity aimed at obtaining a profit, these companies have the duty – expressly stated in their memorandum and articles of association – to pursue aims of ‘common benefit’ by adopting a sustainable, responsible and transparent management towards third parties such as the environment, territories, communities, people, social and cultural assets and activities, bodies and associations as well as any other stakeholders.
It is therefore a “hybrid” form of business activity, halfway between those whose sole purpose is to make a profit and those whose sole purpose is to achieve a social benefit (such as the so-called third sector companies). As we shall see, in the case of Benefit Corporations, the administrative body is entrusted with the task of balancing, on the one hand, the interests of the shareholders and, on the other hand, the pursuit of common benefit purposes and the interests of the stakeholders.
However, it should be pointed out that the legislator did not intend to create a new type of company with the introduction of the Benefit Corporation, since it can be established in any of the legal forms provided for by the Civil Code, including partnerships, corporations and cooperatives. From a legal point of view, the Benefit Corporation does not therefore constitute a new type of company, but rather a business model specifically designed by the legislator to pursue social objectives while fully maintaining its profit-making purpose.
With the introduction of this type of reality, we are witnessing a conception of business that is also capable of including social aims in the context of its strategic objectives, thus mitigating the excesses of a capitalism inspired only by the pursuit of profit, which has become increasingly intolerable in the current crisis, in which social inequalities are worsening and collective trust in businesses is being undermined.
The Italian legislation applicable to Benefit Corporations
The Benefit Corporations were introduced into our legal system by paragraphs 376-384 of Law no. 208 of 28 December 2015, “Provisions for the formation of the annual and multi-year budget of the State” (2016 Stability Law, published in the Official Gazette no. 302 of 30 December 2015), in force since 1 January 2016. This legislation follows, moreover, the draft law presented in the Senate during 2015 in which the objective to be pursued with such discipline clearly stands out, legitimising the pursuit of an additional purpose to that of profit by way of derogation from the general principles of company law and in order to “allow the diffusion in our system of companies that in the exercise of their economic activity also have the objective of improving the natural and social environment in which they operate”.
This legislation thus regulates the possibility of a profit-making company also pursuing one or more public benefit purposes, taking care to articulate it in the company’s object and statute. Hence the need to regulate the obligations of the directors to act in compliance with both the profit-making purpose and the corporate purpose, the obligations of publicity and transparency regarding the pursuit of the objectives of common benefit, the definition of external evaluation standards to which reference should be made for the assessment of the impact generated by the Benefit Corporation in terms of common benefit as well as the related sanctions (both for the directors and for the company) arising from the failure to pursue the aforementioned purposes as declared in the articles of association and the memorandum of association.
The introduction of this legislation has thus enabled Italy to become the first country in the European Union, along with a number of federal states in the United States of America, to assign real legal dignity to this innovative business model.
Why become or set up a Benefit Corporation
The incorporation of a Benefit Corporation or the transformation of an existing company into a Benefit Corporation has numerous benefits for both the shareholders – i.e. the members – and the stakeholders (as defined above), which could be summarised as follows:
- (i) the guarantee of legal protection of the directors who pursue not only the profit motive of the company but also the purpose of common benefit as set out in the articles of association thus balancing financial and non-financial interests;
- (ii) the certainty for both shareholders and stakeholders that the company will continue to pursue over time the purposes of common benefit set out in the articles of association, while providing a constant update, in a transparent manner, of the methods adopted to pursue those purposes;
- (iii) to make the company more attractive in terms of social impact investments, thus giving it access to private investment capital from consumers who are aware and knowledgeable about the activity actually pursued by the company;
- (iv) advantages from the point of view of external reputation, as those who interface with the company can be sure that it operates in a responsible manner with the aim of pursuing its social objective;
- (v) the ability to attract young talents;
- (vi) The possibility of developing a network of other benefit enterprises with which to share the values they pursue;
- (vii) the possibility of being one of the few subjects that have so far decided to project themselves into this new entrepreneurial reality that also aims to give back value to society and the environment.
In this context, however, it is worth noting that the legislator, in introducing this new business ‘model’, did not originally provide for any tax benefits for Benefit Corporations, let alone reductions in social security contributions or financial benefits, and did not provide for any exceptions to the company regulations that impose particular reporting requirements, and indeed, as better specified below, perhaps made them more stringent.
It was thus legitimate to imagine that without tax advantages or incentives the spread of Benefit Corporations could be severely limited, especially in terms of attracting both Italian and foreign socially responsible investors.
The “Decreto Rilancio“, however, set aside a specific fund for Benefit Corporations which granted a 50% tax credit for the establishment or transformation of Benefit Corporations. Article 38-ter of the law converting the “Decreto Rilancio” (Law No. 77 of 17 July 2020, Official Gazette No. 180 of 18 July 2020), entitled “Promotion of the system of Benefit Corporations”, recognised a contribution in the form of a 50% tax credit to reduce the costs incurred in setting up or transforming into a Benefit Corporation.
Lastly, mention must be made of the further intervention in favour of Benefit Corporations provided for by the Fiscal Decree Law – an amendment to art. 49 of DDL 2220 containing ‘Urgent dispositions on fiscal matters and for urgent needs’ – which provides that Benefit Corporations and in general all companies that operate in a transparent and responsible manner may be granted a bonus in public tenders. With the approval of this amendment, all companies will have access to a bonus in public tenders if they choose to assess their social and environmental impacts, even if they do not have the legal status of a Benefit Corporation.
The establishment of a Benefit Corporation and the transformation of an existing company into a Benefit Corporation
As mentioned above, Benefit Corporations must be incorporated in compliance with the formalities prescribed by the legislator for the types of companies provided for in Book V, Titles V and VI of the Civil Code, since they must be governed by the rules applicable to the type chosen, except, of course, for the specific provisions introduced by the rules on Benefit Corporations. A company can therefore be set up as a Benefit Corporation at the time of its incorporation or, if it has already been set up as an ordinary company, it can become a Benefit Corporation by amending the corporate contract and, therefore, the articles of association and memorandum of association adopted at the time of incorporation.
The specific regulation of Benefit Corporations thus affects some key aspects of the corporate paradigm, such as the object, the purpose and the interest of the company, thus differing significantly from those of companies that are exclusively profit-oriented.
Setting up a Benefit Corporation from scratch
In the case of a Benefit Corporation to be set up from scratch, the contractual clauses that come into play are in particular those concerning the name, the objects of the company, the duties and responsibilities of the directors and the annual report on the benefit activity, which will be discussed later in this article.
Once the type of company that best corresponds to the structure desired by its founders has been identified, the first thing to do is to define its corporate purpose. This element plays a key role in the case of Benefit Corporations, since it not only defines the company’s own purpose, but also acts as an element of attraction for third parties who, sharing the purpose pursued by the company, may decide to establish commercial relations with the company. In this regard, Article 1, paragraph 377 of the 2016 Stability Law provides that the common-benefit purposes of a Benefit Corporation must be specifically stated in the corporate purpose and are pursued through management aimed at balancing the interests of the shareholders and those on whom the corporate activity may have an impact.
The common benefit constantly referred to by the law and the ultimate aim of the business activity carried out by the Benefit Corporation must therefore be correctly declined within the corporate purpose, since it must concern one or more positive effects or the reduction of negative effects on one or more categories included among people, territories, communities, environment, cultural and social assets and activities, bodies and associations and other stakeholders that can be generally referred to as workers, suppliers, lenders, creditors, public administration and civil society.
The Benefit Corporation will thus have to add the words “Benefit Corporation” or “SB” to its name or business name. in order to allow it to avail itself of the qualification in analysis especially towards third parties. As we shall see, a specific clause in the memorandum of association will have to identify the person or persons responsible for entrusting the tasks aimed at the pursuit of the common benefit as well as regulating, again with a specific clause, the obligations of the directors for drafting and publishing the annual report on the pursuit of the common benefit.
Transforming an existing company in a Benefit Corporation
If an existing company intends to transform itself into a Benefit Corporation, the corporate structure must instead proceed with the amendment of the memorandum and articles of association by means of a shareholders’ resolution to be held in the manner prescribed by law. In this regard, it will not be sufficient to amend the company’s object in order to introduce the common benefit purposes that the company intends to pursue, but it will also be necessary to make changes to the name as well as to set out in detail, as mentioned above, the duties and responsibilities of the directors in the context of the activity aimed at pursuing the common benefit. All the aforementioned changes will therefore have to be filed, registered and published in accordance with the provisions of the law for each type of company pursuant to Articles 2252, 2300 and 2436 of the Civil Code.
The obligations of the directors of the Benefit Corporation and the appointment of the person responsible
One of the main aspects of a Benefit Corporation is certainly the management of the company, which must be carried out in accordance with the rules of the type of company adopted, appropriately adapted to the provisions of paragraph 380 of Law no. 208/2015. The traditional canons set forth in the Civil Code with reference to the management of the company and especially to the implementation of the corporate purpose must then be coordinated with the specific provisions of the Benefit Corporations. Paragraph 380 of Article 1 of the aforementioned law states that the management of the Benefit Corporation must pursue objectives in addition to those attributable to the proper pursuit of the statutory and legal obligations and coinciding with the balancing of the interest of the shareholders, the pursuit of the purposes of common benefit and the interests of the categories referred to in paragraph 376 (persons, communities, territories and environment, cultural and social assets and activities, bodies and associations and other stakeholders).
The text of the law gives the administrative body the greatest freedom in defining the balance between the different interests that animate the company’s activity. The directors of a Benefit Corporation must therefore act in accordance with the general principles, taking particular care to consider the impact of their actions.
Where it is not possible to pursue a profit and an external collective benefit at the same time, the governing body must decide which interest should prevail and which should be sacrificed. Clearly, the yardstick for such management choices must be professional diligence, since they must act informed and make well-considered choices.
In the pursuit of the company’s object, the directors may decide to depart from the criteria of maximising profit and increasing shareholding, in order to achieve the additional purpose represented by the common benefit, without prejudice, of course, to full autonomy and discretion in management choices. The correct management of the company must be carried out in a responsible, sustainable and transparent manner towards people, communities, territories and the environment, cultural and social assets and activities, bodies and associations and other stakeholders, as well as shareholders. It follows that the traditional canon of “qualified” diligence under Article 2392 of the Italian Civil Code (in joint stock companies) or of “qualified” diligence under Article 2392 of the Italian Civil Code (in public limited companies) must be respected. (in joint stock companies) or of the diligence used in the management under Article 2476 of the Civil Code (in limited liability companies) or of the diligence used in the management under Article 2476 of the Civil Code. (in limited liability companies) or the canon of the diligence of a good father must necessarily also be assessed in the light of the common benefit purposes indicated in the corporate purpose of the individual Benefit Corporation. In such companies, the scope of management powers and related responsibilities is thus broadened.
In this regard, it should be noted that the common benefit is qualified by law as the pursuit, in the exercise of the economic activity of the Benefit Corporation, of one or more positive effects or the reduction of negative effects on one or more of the above-mentioned categories. It follows that the directors must manage the Benefit Corporation by pursuing a positive effect or reducing negative effects on the categories of subjects with respect to which the company’s activity may have an impact and at the same time pursue the typical economic activity. All this determines for the directors a wide discretion as to the methods to be followed in balancing the opposing interests and in the evaluation of the interests to be sacrificed or to prevail. Thus, in cases where the corporate purpose contemplates several activities of common benefit, it is up to the directors to assess which are pursuable and which are expendable, or in any case to identify priorities in the actions to be undertaken.
In this context, as is clear from a reading of Article 1 paragraph 380 of the 2016 Stability Law, the Benefit Corporation has the burden of identifying the responsible party or parties to whom it entrusts functions and tasks that enable the pursuit of the interest of the shareholders, the purposes of common benefit as well as the interests of the categories indicated in paragraph 376 in accordance with the provisions of the articles of association.
The identification of the person or persons responsible for such tasks must be provided for and regulated in a specific clause of the memorandum or articles of association. If it is not already identified in the articles of association, it is up to the administrative body to appoint the person in charge on each occasion, it being understood that it is not clear from the wording of the provision whether it must necessarily be a person outside the board of directors or (also) an internal person.
The so-called “impact manager” is in any case the figure assigned responsibility for the process aimed at pursuing the specific objectives consistent with the aims of common benefit and who, by way of example: a) ensures the involvement of all corporate functions in the implementation of the plan for the achievement of such aims as well as its improvement; b) supports the directors by providing information and data on the internal and external context in which the company operates; c) promotes the transparency of the results of the impact by ensuring its publication on the website and through appropriate channels.
However, the appointment of such a figure cannot exempt the administrative body from the specific duties and responsibilities imposed by the law in terms of management aimed at balancing the interests of the shareholders and of those on whom the company’s activities may have an impact, the executive body therefore remaining responsible for supervision.
The provision (in Article 1, paragraph 380 of the 2016 Stability Law) therefore provides that in the event of failure to manage the Benefit Corporation in a manner that ensures the balancing of the interests of the shareholders, the pursuit of the purposes of common benefit and the interests of the categories referred to in paragraph 376 and set forth in the corporate contract, such circumstance may constitute a breach of the duties imposed on the directors by law and by the articles of association. In the event of a breach of such duties, the provisions of the Civil Code relating to each type of company concerning the liability of directors shall apply.
In this respect, company law provides, as is well known, in addition to the corporate liability action and the creditors’ action, for an individual liability action that may be brought by an individual shareholder or third party who has been “directly damaged by the negligent or intentional acts of the directors” (pursuant to Articles 2395 and 2476(6) of the Italian Civil Code).
With regard to the potential beneficiaries of the benefit purposes (so-called stakeholders), it could be considered that individual liability actions can be brought against the directors pursuant to Articles 2395 or 2476, paragraph 6 of the Civil Code, or even the general action pursuant to Article 2043 of the Civil Code.
The action pursuant to Article 2395 of the Italian Civil Code could be brought by the stakeholders in the event that the directors, by a negligent or wilful act, have created a legitimate expectation that the company will fulfil the common benefit promised (including by means of the annual report attached to the financial statements pursuant to paragraph 382 of the 2016 Stability Law, which will be discussed below), inducing the stakeholders to take decisions (e.g. in their contractual relations with the company) that they would not otherwise have taken.
In the above context, however, given the limited scope of the rules under analysis, it is certainly difficult to identify what can be considered an act of mismanagement or wrongdoing by the administrative body. Certainly, the directors must base their choices on the principle of acting responsibly, sustainably and transparently, principles that must generally guide the actions of a Benefit Corporation. One could therefore consider as exempt from blame a director who has diligently and in an informed manner balanced the various interests at stake, favouring the solution that appears best and in the absence of personal interests, acting in good faith and in the absence of a conflict of interest. It would therefore seem reasonable to assume that, even with the current structure of the rules under analysis, a director (or directors) who have not achieved the objectives of common benefit envisaged in the articles of association cannot be held liable if they have nevertheless acted diligently in balancing the various interests mentioned above.
It should also be noted that any breach by the directors of the obligations related to the realisation of the common benefit could also be considered as a breach by the company itself or as an unlawful act attributable to it, by way of unfair commercial practice or anti-competitive behaviour. In this sense, in fact, paragraph 384 of Article 1 of the 2016 Stability Law specifies that if the Benefit Corporation did not pursue the common benefit purposes imposed on it by the applicable legislation, it would be subject to the provisions of “legislative decree no. 145 of 2 August 2007 on misleading advertising and the provisions of the consumer code pursuant to legislative decree no. 206 of 6 September 2005”.
It is thus clear that any entity wishing to adopt a corporate form falling within the “benefit” category as described above must do so in the knowledge that the Antitrust Authority will constantly monitor the actual purpose of common benefit as indicated in the corporate purpose.
The annual report on the pursuit of the common benefit and the evaluation instruments of the Benefit Corporation
The Benefit Corporation is required by law to give an annual account to its stakeholders of its ability to create value for society, by publishing a special report – provided for in Article 1, paragraph 382 of the law in question – which clearly sets out the objectives, results and impacts of its actions.
The annual report is prepared by the administrative body of the company which, in drawing it up, has the task of providing a precise and timely update on the pursuit of the “common benefit” that the Benefit Corporation pursues according to its corporate purpose. The report must be attached to the financial statements approved annually by the company and must include the following elements:
- a description of the specific objectives, methods and actions implemented by the directors in pursuit of the common benefit purpose and any circumstances that prevented or slowed it down;
- an evaluation of the impact generated using the external evaluation standard with the characteristics described in Annex 4 and including in turn the evaluation areas identified in Annex 5 (both described below) of the same standard;
- a section dedicated to the description of the new objectives that the company intends to pursue in the following financial year.
The report concerning the pursuit of the common benefit, as prepared and approved by the administrative body, must be made available – like the other financial statements – to the board of auditors, if appointed. No provision is made for the report to be filed at the company’s registered office before the meeting to approve the financial statements, nor for it to be approved by the meeting. However, it seems desirable that the report be made available at the company’s registered office (before the date set for the shareholders’ meeting) like any other document (financial statements, directors’ report, etc.) in order to provide shareholders with the information necessary to protect their rights and to cast an informed vote at the meeting.
Finally, the rule specifies that this annual report must be published on the company’s website, if it exists.
The annual report is therefore the main reporting tool available to the Benefit Corporation and is linked to both the company’s expectation of achieving the reputational effects of fulfilling its “social mission” and the stakeholders’ assessment of the company’s actual realisation of the promised benefits.
In order to carry out a specific assessment of the impact generated by the Benefit Corporation during the financial year and in terms of common benefit, the regulation also requires it to adopt an external valuation standard, the characteristics of which are described in Annex 4 of the regulation under analysis.
This external evaluation standard (which must be developed by a third party with respect to the company) aims to provide performance reporting on the achievement of the benefits promised or declined within the corporate purpose and must have the following characteristics:
(i) must be comprehensive and articulate in assessing the impact of the company and its actions in pursuing the common benefit purpose on people, communities, territories and environment, cultural and social assets and activities, bodies and associations and other stakeholders;
(ii) it must be developed by an entity that is not controlled by or affiliated with the Benefit Corporation;
(iii) it must be credible because it is developed by an entity that:
a) has access to the expertise needed to assess the social and environmental impact of a company’s activities as a whole;
b) use a scientific and multidisciplinary approach to develop the standard, possibly including a period of public consultation;
(iv) it must be transparent because the information about it is made public and in particular
- the criteria used to measure the social and environmental impact of a company’s activities as a whole;
- the weightings used for the different criteria for measurement;
- the identity of the directors and governing body of the entity that developed and manages the measurement standard;
- the process by which changes and updates to the standard are made;
- an account of the institution’s income and sources of financial support to exclude possible conflicts of interest.
In Annex 5 (Evaluation Areas), the legislation in question identifies the sectoral areas that must necessarily be included in the evaluation of common benefit activity and its impact and that must be taken into account in the annual report. This assessment should thus include the following areas of analysis:
- corporate governance, to assess the degree of transparency and accountability of the company in pursuit of its aims of common benefit, with particular attention to the company’s purpose, the level of involvement of stakeholders and the degree of transparency of the policies and practices adopted by the company;
- workers, to assess relations with employees and collaborators in terms of remuneration and benefits, training and opportunities for personal growth, quality of the work environment, internal communication, flexibility and job security
- other stakeholders, to assess the company’s relations with its suppliers, with the territory and local communities in which it operates, voluntary actions, donations, cultural and social activities, and any action supporting local development and its supply chain;
- environment, to assess the company’s impacts, with a life cycle perspective of products and services, in terms of resource use, energy, raw materials, production processes, logistics and distribution processes, use and consumption and end of life.
This is a detailed, and at first sight exhaustive, list of the most relevant areas in which the positive effects of the Benefit Corporation’s actions can be appreciated and measured, based on the standard used. However, it is not clear whether the Benefit Corporation can choose which of the above areas to be assessed, limiting the measurement of the impact (and the related reporting) to one or more of them, or whether it must use the standard (and report) for each of the different areas identified by the legislator.
Limits to the legislation governing Benefit Corporations
In light of the brief analysis carried out with regard to Benefit Corporations, taking into account in particular the conciseness of the paragraphs of the 2016 Stability Law governing them, a series of critical issues and “grey areas” remain open, which have not yet been clarified by the legislator and which may be summarised as follows:
- the legislation does not specify whether the common benefit purposes to be pursued must be linked to the characteristic activities of the company;
- it does not regulate or clarify the possible right of withdrawal of the shareholder in the event that, in an existing company, the corporate purpose is changed in order to adapt it to any benefit purposes. In this case it will be necessary to verify on a case-by-case basis whether the type of changes introduced in order to place the company under the new rules leaves the business activity carried out by the company unchanged or not;
- there is no requirement for a register of all annual reports concerning the pursuit of the common benefit where they can be filed and made available for those companies which are not obliged to publish their financial statements or which do not have a website. This problem does not exist for those companies that are obliged to publish their annual reports and make them immediately available to third parties;
- there is no obligation for Benefit Corporations to publish the name of the corporate entity appointed as responsible for the actions that the Benefit Corporation must carry out in order to pursue the purposes of common benefit
- the particular onerousness for a small and medium-sized company to put in place the process of identifying a standard that meets all the requirements of Annex 4 of the standard under analysis;
- the difficulty in understanding whether the role of the person responsible for the pursuit of the common benefit should necessarily be attributed to a person outside the board of directors. As to the subjective requirements of the manager, the standard does not provide any details.
 Pursuant to Article 25 paragraph 4, Italian Decree Law No. 179 of 18 October 2012 converted by the Italian Law No. 221 of 17 December 2012.
 Law Decree No. 155 of 24 March 2006.
 According to the law (paragraph 377 of Article 1 of the 2016 Stability Law), “each of the companies referred to in Book V, Titles V and VI, of the Civil Code”, i.e. partnerships (simple companies, general partnerships, limited partnerships) and corporations (joint stock companies, limited partnerships, simplified limited liability companies, cooperatives and mutual insurance companies) may pursue one or more common-benefit purposes.
 S. Course in Benefit Corporations in the Italian Law: a new “qualification” between profit and non-profit, Le Nuove Leggi Civili Commentate 5/2015, 999.
 The draft Law No. 1882 containing ” Disposizioni per la diffusione di società che perseguono il duplice scopo di lucro e di beneficio comune” ” consisted of six articles and two annexes (A and B) which were transfused without amendments within Law No. 208 of 28 December 2015.
 G. RIOLFO, in Le società “benefit” in Italia: prime riflessioni su una recente innovazione legislativa, Studium Iuris 6/2016, 722.
 In 2010, Maryland was the first American state to establish the legal form of the Benefit Corporation, which, in addition to its profit-making purpose, pursues the aim of generating a positive impact on society.
 Decree-Law N° 34 of 19 May 2020.
 As for the possible corporate purpose of a Benefit Corporation, here is an example: ‘Pursuant to and for the purposes of the Law of 28 December 2015, Sole Article, paragraphs 376-384, the Company, in addition to the purpose of sharing its profits, pursues the following [or: the following] common benefit purpose and operates in a responsible, sustainable and transparent manner towards people, communities, territory and environment, cultural and social assets and activities, bodies and associations and other stakeholders. The company therefore has a multiple purpose consisting of the following activities:
profit-making activities: [to be detailed below].
activities for benefit: in carrying out its economic activity, the company shall pursue one or more positive effects, or the reduction of negative effects, on one or more of the following categories [one or more of the following must be indicated here: employees, customers, suppliers, communities, territories and environment, cultural and social assets and activities, bodies and associations and other stakeholders]. To this end, by way of example only, and in accordance with the procedures and within the limits set out in the [annual/biennial/triennial] plan for the implementation of activities of common benefit approved at the end of each financial year for the following year, as referred to in the following articles, the company shall be involved in [specify the activities]. In order to implement the company’s aims, the company may carry out the following operations: [specify instrumental, related, consequent, accessory activities]” (in Società Benefit Breve Guida alla Costituzione e alla Gestione prepared and published on the website of the Taranto Chamber of Commerce).
 In the case of already existing companies, should the shareholders wish to proceed with the transformation into a Benefit Corporation, this decision must be adopted by a resolution of the shareholders’ meeting in accordance with the legislation applicable to the specific company in question.
 As far as the name is concerned, the following is a possible example to be included in the articles of association of the company to be set up: “A limited liability company called: ALFA Società Benefit a responsabilità limitata” or in abbreviated form “ALFA S.B. S.r.l.” or “ALFA S.B.r.l.” (in Società Benefit Breve Guida alla Costituzione e Gestione prepared and published on the website of the Taranto Chamber of Commerce). (in Società Benefit Breve Guida alla Costituzione e alla Gestione prepared and published on the website of the Chamber of Commerce of Taranto).
 S. Corso in Le Società Benefit nell’Ordinamento Italiano: una nuova “qualifica” tra profit e non-profit, op. cit., 1025.
 It is worth recalling that under Legislative Decree no. 146/2007, advertising means any form of message disseminated in the exercise of a commercial, industrial, craft or professional activity for the promotion of goods or services. Advertising is ‘misleading’ when it is ‘likely to mislead the natural or legal persons to whom it is addressed or whom it reaches and which, by reason of its misleading character, is likely to prejudice their economic behaviour or which, for that reason, is likely to harm a competitor’. According to the Consumer Code, a misleading commercial practice is one that “contains untrue information or, although factually correct, in any way, including in its overall presentation, induces or is likely to induce the average consumer to make a mistake”.
 S. Corso, op. cit, 1030.
 The question will have to be resolved differently depending on the concrete case and the type of company used. In this regard, it is worth noting, limiting the scope of the investigation to Benefit Corporations that have been incorporated as joint stock companies, the difference between Article 2437 of the Italian Civil Code and Article 2473 of the Italian Civil Code. While in the case of S.p.A. the right of withdrawal is linked, inter alia, to the modification of the clause of the company’s object which entails a significant change in the company’s activity, in the case of S.r.l. the mere change of the company’s object is mentioned, even if the same discipline provides for the further hypothesis of withdrawal upon the performance of transactions entailing a substantial modification of the company’s object determined in the memorandum of association. This should imply the right of withdrawal by the shareholder upon the occurrence of the modification of the clause of the corporate purpose with the provision of a further purpose of common benefit extraneous to the original activity of the company, when the activity of the latter undergoes significant changes compared to the initial business project and relevant also from the point of view of the risk of the investment.