The Superintendency of Companies, Securities and Insurance has issued the Guide for Collective Benefit and Interest Companies[1]. The main provisions are:
Collective Benefit and Interest Company
- Any national company subject to control and monitoring by the Superintendency of Companies can become a Collective Benefit and Interest Company without having to change or create a new type of company. The company must amend its name by adding the phrase “Sociedad de Beneficio e Interés Colectivo”, or the initials “B.I.C.” to its name.
- For this change, a resolution must be passed by the shareholders’ meeting with a majority vote representing at least two thirds of subscribed or paid-in capital.
- The bylaws must be amended to include specific activities in the corporate purpose which will enable the company to meet the obligation to generate a positive social or environmental impact.
- In companies which decide to become a Collective Benefit and Interest Company, partners or shareholders who did not attend or who voted against the resolution passed by the shareholders’ meeting will be entitled to leave the company.
- The company may cease to be a Collective Benefit and Interest Company by amending its bylaws.
Positive material impact on society and the environment
- The obligation to create a positive material impact on society and the environment can include one or more of the following areas of impact:
- Governance: related to the corporate governance of the company.
- Human capital: will consider the interests of the company’s employees.
- Community: will consider relationships with creditors, suppliers and clients; as well as operations in the community.
- Clients: will allow managers to address a social or environmental issue through or for clients.
- Environment: will consider the environmental impact of the company’s operations.
Annual Report
- The company must issue an annual impact report on the management of the activities it performs to meet the obligation to create a positive social or environmental impact. This must be certified by an independent entity specializing in the corresponding area(s) of impact and will be presented to the shareholders’ meeting.
- The report will be prepared under internationally recognized independent standards, such as B Corp Certification, Global Reporting Initiative Standards or others.
- The report will be published on the Collective Benefit and Interest Company’s website. If the company does not have a website, it must distribute this information and provide it upon request.
Non-Compliance
- If a Collective Benefit and Interest Company has not met its obligation to create a positive material impact on society or the environment, the Superintendency of Companies will notify the company of the breaches it has incurred and give it 6 months to comply or change its bylaws. If the company has not complied with its obligation or changed its bylaws after the 6-month period is up, it may be declared dissolved.
[1] Resolution No. SCVS-INC-DNCDN-2019-0021 of the Superintendency of Companies, published in Official Register No. 107 on December 24, 2019.
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