2015 Tennessee Code
Title 48 - Corporations And Associations
For-Profit Business Corporations
Chapter 28 - For-Profit Benefit Corporation Act [Effective on January 1, 2016.]
§ 48-28-107 - Notice of meetings -- Annual benefit reports -- Use of third-party standard or certification addressing promotion of public benefit or benefits. [Effective on January 1, 2016.]

(a) A for-profit benefit corporation shall include in every notice of a meeting of shareholders a statement to the effect that it is a for-profit benefit corporation subject to this chapter.

(b) No later than four (4) months after the close of a for-profit benefit corporation's fiscal year, the for-profit benefit corporation shall deliver to its shareholders an annual benefit report covering the immediately preceding fiscal year. The annual benefit report shall state the name of the for-profit benefit corporation and contain, with regard to the period covered by the report, a narrative description of:

(1) The ways in which the corporation pursued the public benefit or public benefits stated in its charter;

(2) The extent to which that public benefit purpose or purposes were pursued and achieved; and

(3) Any material circumstances that hindered efforts to pursue or achieve the public benefit or public benefits.

(c) A for-profit benefit corporation is not required to have its annual benefit report audited, certified, or otherwise evaluated by a third party.

(d) A for-profit benefit corporation shall post its annual benefit reports on the public portion of its web site, if any; provided, the compensation paid to directors and financial or proprietary information may be omitted from the posted annual benefit reports.

(e) If a for-profit benefit corporation does not have a web site, the for-profit benefit corporation shall provide a copy of its most recent annual benefit report, without charge, to any person who requests a copy; provided, the compensation paid to directors and financial or proprietary information may be omitted from the provided annual benefit reports.

(f) The charter or bylaws of a for-profit benefit corporation may require that the corporation use a third-party standard in connection with or attain a periodic third-party certification addressing the corporation's promotion of the public benefit or public benefits identified in the charter or the best interests of those materially affected by the corporation's conduct.