14A:18-11 Annual benefit report.

11. a. A benefit corporation shall deliver to each shareholder an annual benefit report including:

(1) A narrative description of:

(a) The ways in which the benefit corporation pursued a general public benefit during the year and the extent to which the general public benefit was created;

(b) The ways in which the benefit corporation pursued any specific public benefit that the certificate of incorporation states is the purpose of the benefit corporation to create and the extent to which that specific public benefit was created; and

(c) Any circumstances that have hindered the creation by the benefit corporation of general or specific public benefits;

(2) An assessment of the social and environmental performance of the benefit corporation, prepared in accordance with a third-party standard applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application;

(3) The name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed;

(4) The compensation paid by the benefit corporation during the year to each director in that capacity;

(5) The name of each person that owns 5% or more of the outstanding shares of the benefit corporation either beneficially, to the extent known to the benefit corporation without independent investigation, or of record; and

(6) The statement of the benefit director described in section 7 of this act.

b. The benefit report must be sent annually to each shareholder within 120 days following the end of the fiscal year of the benefit corporation or at the same time that the benefit corporation delivers any other annual report to its shareholders.

c. A benefit corporation must post its most recent benefit report on the public portion of its website, if any, except that the compensation paid to directors and any financial or proprietary information included in the benefit report may be omitted from the benefit report as posted.

d. (1) With the delivery of the benefit report to shareholders pursuant to subsection b. of this section, the benefit corporation must deliver a copy of the benefit report to the Department of the Treasury for filing, except that the compensation paid to directors and any financial or proprietary information included in the benefit report may be omitted from the benefit report as filed under this section. The State Treasurer shall charge a fee of $70 for filing a benefit report.

(2) If a benefit corporation has not delivered a benefit report to the department for a period of two years, the department may prepare and file a statement that the corporation has forfeited its status as a benefit corporation and is no longer subject to this act. If the corporation subsequently delivers a benefit report to the department for filing, the status of the corporation as a benefit corporation shall be automatically reinstated upon the filing of the benefit report by the department and the corporation shall again be subject to this act.

L.2011, c.30, s.11.