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Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Louisiana: Mandatory general benefit plus optional specific benefits. Specific-benefit statutory list includes historic preservation and urban beautification. Corporate name must end with "A Benefit Corporation", optionally in parentheses.

Why this changes the score: Louisiana offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Louisiana: Automatic directors AND officers monetary exculpation against corporation/shareholders unless charter rejects/limits. Exceptions loyalty, intentional harm, unlawful distributions, intentional criminal violation; loyalty excludes care duties. Benefit-specific rule: Directors and officers have benefit-failure monetary protection and compliant-conduct protection. No express blanket company monetary bar identified in 12:1825; ordinary automatic director/officer protection is separate. The benefit director has additional liability protection except self-dealing, willful misconduct or knowing violation of law (12:1822(E)); this narrower exception-based protection does not excuse illegality.

Why this changes the score: Louisiana adds ordinary officer coverage and a default statutory liability rule. Automatic ordinary officer as well as director exculpation. Benefit enforcement names benefit director, not every director. Every board must have a benefit director; independence is excused for professional corporations.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Louisiana: Annual shareholder report within 120 days or with ordinary shareholder annual report; all reports public website/latest free copy if no website. Compensation/proprietary info redactable. 5% shareholder names included. No state benefit filing specified. Assessment rule: Annual social/environmental assessment against third-party standard required. Report/assessment need not be audited or certified by standard provider.

Why this changes the score: Louisiana: Annual; Required outside framework; no separate state benefit-report filing. An additional benefit-director or approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Louisiana: Registry reporting: $35 per year on an annualized basis. Minimum tax/license used here: $0. Ordinary small active domestic C corporation, regular taxable period beginning in 2026, no Louisiana taxable profit after state adjustments. The repealed franchise charge contributes $0; annual-report fees and other operating taxes remain outside the figure.

Why this changes the score: Louisiana has a compared recurring floor of $35 per year, including $0 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Louisiana: Becoming a benefit company: 2/3 present and voting per class/series. Benefit-law minimum vote for corporate entry/exit is 2/3 of shares PRESENT AND VOTING per class/series, plus other ordinary/article approvals; not 2/3 all outstanding shares. Changing back: 2/3 present and voting per class/series

Why this changes the score: Louisiana entry uses 2/3 present and voting per class/series; exit uses 2/3 present and voting per class/series. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Louisiana: Directors shall consider listed stakeholders; no priority required except as articles provide. Every benefit corporation board must include an independent individual benefit director (who may also serve as benefit officer); a professional corporation benefit director need not be independent. The benefit director issues an annual opinion on mission and duty compliance; any retained audit is optional. Disclosure: Annual shareholder report within 120 days or with ordinary shareholder annual report; all reports public website/latest free copy if no website. Compensation/proprietary info redactable. 5% shareholder names included. No state benefit filing specified. Enforcement: Corporation directly; derivative any shareholder, benefit director (not generic any director in this section), or charter/bylaw designee. No percentage threshold.

Why this changes the score: Louisiana requires public access to the report. Public benefit report discloses 5% owners. Benefit enforcement names benefit director, not every director.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Oklahoma: General public benefit is mandatory; a charter may add specific public benefits.

Why this changes the score: Oklahoma offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Oklahoma: 2026 ch.217 (SB 2184) §26 reenacted the director-and-officer clause and §27 expressly repealed the competing director-only 2024 version. The shield requires a certificate provision. Officers remain exposed to corporate/derivative claims, and the misconduct/loyalty exceptions remain. Benefit-specific rule: Benefit shields distinguish disinterested compliant-duty conduct from benefit-outcome failure. Ordinary director/officer charter exculpation is governed by the consolidated 2026 §1006 text and its narrower officer scope.

Why this changes the score: Oklahoma adds ordinary officer coverage; the charter must elect the ordinary protection. Current ordinary charter exculpation includes officers but excludes every officer claim brought by or in the right of the corporation; 2026 legislation resolved the earlier duplicate-text conflict.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Oklahoma: Annual shareholder statement of objectives, standards and benefit success; public release, independent-standard reporting and periodic certification are optional under §1210. Assessment rule: General-benefit definition refers to assessment against a third-party standard, but §1210 makes using a third-party standard for the annual statement optional. Audit/certification is not required.

Why this changes the score: Oklahoma: Annual; Optional / no mandate outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Oklahoma: Registry reporting: $0 per year on an annualized basis. Minimum tax/license used here: $0. Small active ordinary domestic stock C corporation operating in Oklahoma with no Oklahoma taxable income after state adjustments: $0 ordinary corporate tax and no former franchise minimum. Excludes report/permit fees and other operating taxes.

Why this changes the score: Oklahoma has a compared recurring floor of $0 per year, including $0 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Oklahoma: Becoming a benefit company: Two thirds of every class/series, including otherwise nonvoting shares. Model-style two-thirds each-class status/purpose protection. Changing back: Same minimum status vote.

Why this changes the score: Oklahoma entry uses Two thirds of every class/series, including otherwise nonvoting shares.; exit uses Same minimum status vote.. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Oklahoma: Directors must consider enumerated shareholders, workers, customers, community, environment, long-term interests and benefit purposes; no automatic priority, subject to permitted charter priorities. Disclosure: Annual shareholder statement of objectives, standards and benefit success; public release, independent-standard reporting and periodic certification are optional under §1210. Enforcement: Corporation direct and specified derivative standing; ordinary derivative conditions remain.

Why this changes the score: Oklahoma does not require public access in this compared variant. Annual shareholder benefit statement is mandatory, but public release and independent-standard reporting are optional. Do not equate third-party language in the purpose definition with a mandatory annual outside report.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Idaho: General public benefit is mandatory; a charter may add specific public benefits.

Why this changes the score: Idaho offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Idaho: Director charter exculpation under §30-29-202(2)(d), with improper benefit, intentional harm, unlawful distributions and intentional criminal-law exceptions. Benefit-specific rule: Independent benefit director required for publicly traded corporations only; benefit director’s special immunity excludes self-dealing, willful misconduct and knowing law violations.

Why this changes the score: Idaho keeps this ordinary shield limited to directors; the charter must elect the ordinary protection. Independent benefit director is mandatory only for public companies, optional for private companies.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Idaho: Annual shareholder report; all benefit reports publicly available online or free on request. No separate state benefit-report filing in §§30-2012–2013. Assessment rule: Annual assessment against an independent third-party standard is required. Paid certification and a third-party audit are not required.

Why this changes the score: Idaho: Annual; Required outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Idaho: Registry reporting: $0 per year on an annualized basis. Minimum tax/license used here: $30. Ordinary domestic C corporation operating in Idaho, no taxable profit, no credit or special exemption. Includes both $20 corporate minimum and $10 PBF; excludes registry and variable operating taxes. Do not add another $10 if PBF has already been counted separately.

Why this changes the score: Idaho has a compared recurring floor of $30 per year, including $30 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Idaho: Becoming a benefit company: Two thirds of every class/series, including otherwise nonvoting shares. Two-thirds each-class status approval; specific-purpose changes also require minimum status vote. Changing back: Same minimum status vote.

Why this changes the score: Idaho entry uses Two thirds of every class/series, including otherwise nonvoting shares.; exit uses Same minimum status vote.. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Idaho: Directors must consider enumerated shareholders, workers, customers, community, environment, long-term interests and benefit purposes; no automatic priority, subject to permitted charter priorities. Disclosure: Annual shareholder report; all benefit reports publicly available online or free on request. No separate state benefit-report filing in §§30-2012–2013. Enforcement: A small class holding can qualify even when below 2% of all shares. Corporation also has direct standing.

Why this changes the score: Idaho requires public access to the report. Derivative threshold is 2% of a class/series, unlike Arizona’s 2% total ownership. Independent benefit director is mandatory only for public companies, optional for private companies. Online registry renewal is free; the company must still prepare/publicize annual benefit assessment.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Montana: General public benefit is mandatory; a charter may add specific public benefits.

Why this changes the score: Montana offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Montana: Ordinary director charter exculpation under §35-14-202(2)(d), with improper benefit, intentional harm, unlawful distribution and intentional criminal exceptions. Benefit-specific rule: Director benefit-failure protection has an express compliance condition; enforcement has no shareholder ownership floor and may shift fees.

Why this changes the score: Montana keeps this ordinary shield limited to directors; the charter must elect the ordinary protection. Director benefit-failure shield expressly depends on compliance with the benefit part.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Montana: Annual shareholder report and all public website reports or free copies on request; no separate state benefit-report filing identified. Assessment rule: Annual report assesses general benefit against an independent third-party standard. The act does not mandate paid private certification.

Why this changes the score: Montana: Annual; Required outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Montana: Registry reporting: $0 per year on an annualized basis. Minimum tax/license used here: $50. Ordinary domestic C corporation operating in Montana, no taxable profit, standard tax method and no special exception/credit. Includes $50 minimum; excludes registry fees and variable tax.

Why this changes the score: Montana has a compared recurring floor of $50 per year, including $50 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Montana: Becoming a benefit company: Two thirds of every class/series, including nonvoting shares. Two-thirds class mission/status protection plus specified dissenting-shareholder purchase rights. Changing back: Same minimum status vote.

Why this changes the score: Montana entry uses Two thirds of every class/series, including nonvoting shares.; exit uses Same minimum status vote.. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Montana: Directors must consider enumerated shareholders, workers, customers, community, environment, long-term interests and benefit purposes; no automatic priority, subject to permitted charter priorities. Disclosure: Annual shareholder report and all public website reports or free copies on request; no separate state benefit-report filing identified. Enforcement: Any shareholder can bring benefit enforcement; a court may award plaintiff costs and attorney fees for unjustified noncompliance.

Why this changes the score: Montana requires public access to the report. Any-shareholder benefit enforcement and potential plaintiff fee awards increase accountability.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Pennsylvania: General public benefit required; specific charter benefits optional.

Why this changes the score: Pennsylvania offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Pennsylvania: Shareholder-adopted BYLAWS can exculpate both directors and officers for monetary damages, except duty failures involving self-dealing, wilful misconduct or recklessness. Criminal responsibility and tax liabilities excluded. Officer provision added in 2022. Benefit-specific rule: Corporation mission-failure damages barred. Directors/officers protected for benefit duties except self-dealing, wilful misconduct, knowing violations, and separately for mission failure. Benefit-director immunity instead excludes recklessness.

Why this changes the score: Pennsylvania adds ordinary officer coverage; the charter must elect the ordinary protection. Both director/officer ordinary protections available through shareholder-adopted bylaws. Benefit-director special immunity uses recklessness exception, ordinary benefit-duty clause uses knowing violation.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Pennsylvania: Annual to shareholders by earlier of 120 days or other annual report. All reports public online; latest free on request if no website. State benefit-report copy plus $70 fee. Assessment rule: Third-party standard assessment required; assessment need not be audited or certified by a third party.

Why this changes the score: Pennsylvania: Annual; Required outside framework; state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Pennsylvania: Registry reporting: $77 per year on an annualized basis. Minimum tax/license used here: $0. Small active ordinary domestic C corporation in a regular 2026 tax year with no Pennsylvania taxable profit after state modifications and apportionment. Excludes annual corporate/benefit reporting and local or sector-specific taxes.

Why this changes the score: Pennsylvania has a compared recurring floor of $77 per year, including $0 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Pennsylvania: Becoming a benefit company: two-thirds of each class, including nonvoting. Two-thirds of each class/series, including nonvoting, for entry/exit and specified transactions. Changing back: two-thirds of each class, including nonvoting

Why this changes the score: Pennsylvania entry uses two-thirds of each class, including nonvoting; exit uses two-thirds of each class, including nonvoting. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Pennsylvania: Mandatory stakeholder consideration; charter may prioritize mission. Independent benefit director required only for statutory registered corporations; optional otherwise. Disclosure: Annual to shareholders by earlier of 120 days or other annual report. All reports public online; latest free on request if no website. State benefit-report copy plus $70 fee. Enforcement: Corporation; a shareholder owning 2% of a class/series at challenged act (the statute does not expressly allow aggregation here), a director, a person/group owning 5% parent equity, and charter/bylaw designees.

Why this changes the score: Pennsylvania requires public access to the report. Both director/officer ordinary protections available through shareholder-adopted bylaws. $70 benefit report remains separate from new $7 annual corporate report. Unlike Maine/NH/RI, the 2% direct-company standing clause refers to a shareholder and does not expressly permit a group to aggregate.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Alabama: Whole-society and environmental impact is required through the responsible-and-sustainable duty; identified charter public benefits are optional.

Why this changes the score: Alabama offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Alabama: Effective August 1, 2026, charter may exculpate directors and covered officers against corporation/shareholder monetary claims except unentitled financial benefit, intentional harm and intentional criminal-law violation. Directors also retain unlawful-distribution liability; officers retain ALL claims by/in right of corporation. Covered senior officers and board-designated officers are defined. Benefit-specific rule: No standalone mission-failure damages bar in Article 17. Unless charter overrides, benefit-duty violation does not itself count as intentional harm for ordinary director exculpation/indemnification.

Why this changes the score: Alabama adds ordinary officer coverage; the charter must elect the ordinary protection. 2026 officer charter exculpation excludes corporation/derivative claims; broader director protection must be distinguished.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Alabama: Annual objectives, standards, facts and assessment; shareholders receive it or access notice by earlier of 120 days after fiscal year or ordinary annual reporting. All annual reports are public online; free latest copy on written request if no website. No state benefit-report filing in Article 17. Assessment rule: A third-party standard can be required by charter/bylaws or adopted by the board; it is optional by default. No statutory third-party certification requirement.

Why this changes the score: Alabama: Annual; Optional / no mandate outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Alabama: Registry reporting: $0 per year on an annualized basis. Minimum tax/license used here: $0. Regular full year after formation, ordinary small domestic C corporation, no taxable profit, and adjusted/apportioned net worth low enough that privilege tax calculates to $100 or less. This is the express exemption scenario, not an assumption that all loss-making companies owe $0.

Why this changes the score: Alabama has a compared recurring floor of $0 per year, including $0 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Alabama: Becoming a benefit company: two-thirds; entitled voting groups. Entry and exit require at least two-thirds of votes entitled to be cast and each separately entitled voting group; affected-group transaction qualifications and higher charter votes apply. Changing back: two-thirds; entitled voting groups

Why this changes the score: Alabama entry uses two-thirds; entitled voting groups; exit uses two-thirds; entitled voting groups. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Alabama: Directors must act responsibly and sustainably, consider shareholders and known affected stakeholders, and pursue any identified charter benefit. No duty is owed solely to benefit beneficiaries. Disclosure: Annual objectives, standards, facts and assessment; shareholders receive it or access notice by earlier of 120 days after fiscal year or ordinary annual reporting. All annual reports are public online; free latest copy on written request if no website. No state benefit-report filing in Article 17. Enforcement: Corporation or qualifying shareholder derivative suit: 5% of a class at the challenged act, or $5 million listed shares alternative; continued-ownership rules apply. Any shareholder may seek a missing report through expedited court relief.

Why this changes the score: Alabama requires public access to the report. Optional external standard, but mandatory public annual reports. 5% enforcement threshold is higher than the 2% model in several states. Annual SOS report eliminated; many older fee lists remain obsolete.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Georgia: Charter must state one or more identified public benefits. Article 18 does not require the model-law general-whole-society purpose.

Why this changes the score: Georgia offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Georgia: From July 1, 2026, charter may exculpate directors and officers against corporation/shareholder damages. Excludes corporate-opportunity appropriation, intentional misconduct/knowing law violations, unlawful distributions and improper personal benefit. Charter/bylaws may select Georgia State-wide Business Court for lawful internal claims. Benefit-specific rule: Unless charter overrides, directors owe no monetary liability to any person for benefit-duty failures or failure to pursue specified benefit. Article 18 contains no corresponding express officer or corporation mission-failure bar.

Why this changes the score: Georgia adds ordinary officer coverage; the charter must elect the ordinary protection. 2026 law extends ordinary charter exculpation to officers and permits business-court selection.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Georgia: At least annual to record shareholders and anyone requesting in writing. General internet publication, more frequent reports, third-party standards/certification can be added voluntarily. No state benefit filing. Assessment rule: Board-selected standards required; external third-party standard and certification optional unless added in charter/bylaws.

Why this changes the score: Georgia: Annual; Optional / no mandate outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Georgia: Registry reporting: $60 per year on an annualized basis. Minimum tax/license used here: $0. Small active domestic C corporation in a regular year after its initial return, no Georgia taxable profit, and taxable net worth of $100,000 or less. A return remains required; the annual registration fee is additional.

Why this changes the score: Georgia has a compared recurring floor of $60 per year, including $0 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Georgia: Becoming a benefit company: two-thirds of each class, including nonvoting. Two-thirds of every class/series, including nonvoting, for entry, substantive benefit alteration/deletion, and covered transactions that transfer ownership/assets outside a substantially similar benefit purpose. Changing back: two-thirds; includes substantive mission modification

Why this changes the score: Georgia entry uses two-thirds of each class, including nonvoting; exit uses two-thirds; includes substantive mission modification. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Georgia: Directors must consider the identified public benefits and adopt performance standards. No explicit Delaware-style balancing rule or mandatory multi-stakeholder list. No independent benefit director required. Disclosure: At least annual to record shareholders and anyone requesting in writing. General internet publication, more frequent reports, third-party standards/certification can be added voluntarily. No state benefit filing. Enforcement: No bespoke benefit-enforcement ownership threshold in Article 18. Ordinary derivative law requires contemporaneous ownership and adequate representation; nationally listed companies may set a threshold up to 1% under 2026 law.

Why this changes the score: Georgia requires public access to the report. Optional external standard/public internet posting keeps reporting more flexible, but anyone may request annual report.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

West Virginia: General public benefit required. Specific benefits may be chosen through articles, bylaws OR board action, unusually flexible.

Why this changes the score: West Virginia offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

West Virginia: Director-only charter fiduciary monetary exculpation excludes loyalty, bad faith/intentional misconduct/knowing law violation, unlawful distributions and improper personal benefit. Prospective. Benefit-specific rule: Director compliant-conduct/benefit-failure monetary bar applies in corporation/shareholder suits. Officer good-faith-business-judgment protection linked to purpose and standard. No express company benefit-failure monetary bar in enforcement provision.

Why this changes the score: West Virginia keeps this ordinary shield limited to directors; the charter must elect the ordinary protection. Company monetary bar not included, unlike many model states.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

West Virginia: Annual shareholder delivery within 120 days/year-end or annual report delivery. Latest report public website or free on request; specified proprietary information/compensation may be removed. No state benefit filing specified. Assessment rule: Annual assessment against third-party standard required. No statutory requirement to buy third-party certification in annual report provision.

Why this changes the score: West Virginia: Annual; Required outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

West Virginia: Registry reporting: $25 per year on an annualized basis. Minimum tax/license used here: $0. Small active ordinary domestic C corporation in a regular full year with no West Virginia taxable profit after state modifications and apportionment. The separate annual-report fee and any other operating taxes remain additional.

Why this changes the score: West Virginia has a compared recurring floor of $25 per year, including $0 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

West Virginia: Becoming a benefit company: ordinary amendment: votes for exceed against at majority quorum. Entry and exit use ordinary article-amendment procedures, with board adoption/submission and shareholder notice. Default approval is votes favoring the amendment exceed votes opposing in each required voting group, at a meeting with a quorum of at least a majority of votes entitled to be cast. Articles or board conditions can require more; separate voting groups apply where statutory class/series rights require them. The benefit chapter adds no separate two-thirds status vote. Changing back: ordinary amendment: votes for exceed against at majority quorum

Why this changes the score: West Virginia entry uses ordinary amendment: votes for exceed against at majority quorum; exit uses ordinary amendment: votes for exceed against at majority quorum. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

West Virginia: Directors shall consider listed stakeholders; no required priority unless articles specify. Beneficiaries have no director duty solely by status. Disclosure: Annual shareholder delivery within 120 days/year-end or annual report delivery. Latest report public website or free on request; specified proprietary information/compensation may be removed. No state benefit filing specified. Enforcement: Company directly; derivatively any shareholder, director or charter/bylaw designee; no percentage floor or 5% parent category stated.

Why this changes the score: West Virginia requires public access to the report. Any shareholder enforcement.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Wisconsin: General public benefit required, specific optional. General benefit definition uses material positive society/environment impact without making third-party standard part of definition.

Why this changes the score: Wisconsin offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Wisconsin: Automatic director-only monetary-liability limitation for internal corporate/shareholder claims; charter may narrow it. Exceptions: willful unfair dealing with a material conflict, criminal-law violation (reasonable-lawfulness exception), improper profit, and willful misconduct. Officers are not included in section 180.0828; section 180.0841 assigns officer duties but supplies no equivalent exculpation. Separate director/officer indemnification provisions can fund defense and certain judgments subject to their own conditions. Benefit-specific rule: Directors monetary protection for compliant actions and benefit failure; officers protected for compliant actions. Benefit director loses special protection for self-dealing, willful misconduct or knowing illegality. No blanket company monetary bar in chapter.

Why this changes the score: Wisconsin keeps this ordinary shield limited to directors and a default statutory liability rule. Benefit director mandatory but independence not required in chapter. Ordinary director protection automatic.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Wisconsin: Annual shareholder statement within 30 days after fiscal-year end. Public report and third-party standard/certification are optional articles/bylaws requirements; no state benefit filing. Assessment rule: Optional through articles/bylaws. Optional through articles/bylaws.

Why this changes the score: Wisconsin: Annual; Optional / no mandate outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Wisconsin: Registry reporting: $25 per year on an annualized basis. Minimum tax/license used here: $0. Small active ordinary domestic C corporation with zero Wisconsin taxable net income and gross receipts from all activities below $4 million: $0 franchise/income tax and no economic-development surcharge. Excludes registry/report fees and other operating taxes.

Why this changes the score: Wisconsin has a compared recurring floor of $25 per year, including $0 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Wisconsin: Becoming a benefit company: 2/3 shares entitled vote. Entry/covered fundamental transaction requires 2/3 shares entitled to vote notwithstanding governing-document provisions, plus dissent rights. Exit deletes status statement under ordinary amendment rules; one-year wait before benefit reelection. For a newly formed corporation, the ordinary amendment default is votes favoring exceed votes opposing in each required voting group at a quorum meeting (180.0725/180.0726). If an amendment creates dissenters rights, 180.1003(3)(a) requires a majority of votes entitled to be cast by the affected voting group. The articles, authorized bylaws or board conditions can require more; pre-1973 corporations have transitional rules under 180.1706. Changing back: ordinary amendment: votes for exceed against with quorum, subject to voting groups/greater thresholds

Why this changes the score: Wisconsin entry uses 2/3 shares entitled vote; exit uses ordinary amendment: votes for exceed against with quorum, subject to voting groups/greater thresholds. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Wisconsin: Directors shall consider listed stakeholders; charter priorities allowed. All benefit corporations must designate benefit director; chapter does not impose model independent-director requirement. Disclosure: Annual shareholder statement within 30 days after fiscal-year end. Public report and third-party standard/certification are optional articles/bylaws requirements; no state benefit filing. Enforcement: No dedicated percentage-threshold benefit-enforcement section in chapter 204. Ordinary derivative standing requires contemporaneous shareholder/beneficial-owner and adequate representation; no numeric floor.

Why this changes the score: Wisconsin does not require public access in this compared variant. General-benefit mandate without mandatory third-party standard/public report.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Florida: General public benefit is required; specific public benefits are optional and do not narrow it.

Why this changes the score: Florida offers Benefit corporation; also social purpose corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Florida: Automatic director-only monetary-liability limitation under section 607.0831: breach plus criminal violation (reasonable-lawfulness exception), improper benefit, unlawful distribution, internal conscious disregard/willful misconduct, or outsider recklessness/bad faith/malicious or wanton misconduct. Officers are not within this director immunity provision; section 607.0841 assigns officer duties, and section 607.0202 supplies no equivalent express officer-exculpation authorization. Separate indemnification and insurance mechanisms have different conditions. Benefit-specific rule: Company is not liable under benefit part for monetary damages for benefit failure. Director/officer benefit-failure monetary protection applies unless articles provide otherwise; ordinary duties remain.

Why this changes the score: Florida keeps this ordinary shield limited to directors and a default statutory liability rule. Articles can change director/officer benefit-failure protection and weighting rules.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Florida: Annual shareholder delivery within 120 days after year-end or with other annual report. Each report must stay on public website at least three years; latest free copy if no website. Shareholders can obtain summary court enforcement and costs. No state benefit-report filing specified. Assessment rule: Annual benefit report must be prepared using a third-party standard. Neither annual report nor assessment requires third-party audit or certification.

Why this changes the score: Florida: Annual; Required outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Florida: Registry reporting: $150 per year on an annualized basis. Minimum tax/license used here: $0. Small active domestic C corporation in a regular year with no Florida net taxable income after state modifications, allocation/apportionment and its available exemption. This excludes the annual report and all non-income operating taxes.

Why this changes the score: Florida has a compared recurring floor of $150 per year, including $0 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Florida: Becoming a benefit company: 2/3 each class/series. Entry, exit and specific-benefit amendments require 2/3 of each class/series including nonvoting. Appraisal rights accompany entry/exit. Asset-sale minimum-vote rule has ordinary-course, court-order and distribution-of-proceeds exceptions. Changing back: 2/3 each class/series

Why this changes the score: Florida entry uses 2/3 each class/series; exit uses 2/3 each class/series. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Florida: Directors shall consider the listed stakeholders and purposes. Neither priority nor equal weighting is required unless articles require it; benefit-director role is optional. Disclosure: Annual shareholder delivery within 120 days after year-end or with other annual report. Each report must stay on public website at least three years; latest free copy if no website. Shareholders can obtain summary court enforcement and costs. No state benefit-report filing specified. Enforcement: Corporation directly; derivative claim by any shareholder of record on act/inaction date, a director, 5% parent-equity holders, or charter/bylaw designees.

Why this changes the score: Florida requires public access to the report. Public report retention floor is three years. Any contemporaneous record shareholder can enforce; no percentage floor. Florida also offers a distinct social purpose corporation; this record compares the benefit corporation option, which requires general public benefit.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Maine: General public benefit required; specific charter benefits optional and cannot replace the general obligation.

Why this changes the score: Maine offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Maine: Charter director damages exculpation excludes unentitled financial benefit, intentional harm, unlawful distributions and intentional criminal-law violation. No ordinary officer clause in §202. Benefit-specific rule: Corporation mission-failure damages barred. Director/officer compliant-duty and mission-failure monetary protection applies unless charter provides otherwise. Special benefit-director immunity excludes self-dealing, wilful misconduct and knowing violations.

Why this changes the score: Maine keeps this ordinary shield limited to directors; the charter must elect the ordinary protection. No separate independent benefit director required for a private startup. Charter can override some default benefit-duty damages protection.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Maine: Annual to shareholders by earlier of 120 days or other annual report. All reports public online; free latest report on request if no website. No state benefit-report filing. Assessment rule: Annual third-party standard assessment required; external audit/certification not required.

Why this changes the score: Maine: Annual; Required outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Maine: Registry reporting: $85 per year on an annualized basis. Minimum tax/license used here: $0. Small active ordinary domestic C corporation in a regular year with no Maine corporate taxable income after state modifications and apportionment. Excludes the domestic annual report and other operating taxes.

Why this changes the score: Maine has a compared recurring floor of $85 per year, including $0 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Maine: Becoming a benefit company: two-thirds of each class, including nonvoting. Entry/exit and specified transactions require two-thirds of every class/series, including otherwise nonvoting interests; no special legacy-lock provision identified. Changing back: two-thirds of each class, including nonvoting

Why this changes the score: Maine entry uses two-thirds of each class, including nonvoting; exit uses two-thirds of each class, including nonvoting. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Maine: Mandatory stakeholder consideration; charter can prioritize mission. Independent benefit director required for statutory public corporations (listed/covered/Exchange Act registered securities), optional for others; professional corporations have an independence exception. Disclosure: Annual to shareholders by earlier of 120 days or other annual report. All reports public online; free latest report on request if no website. No state benefit-report filing. Enforcement: Corporation; derivative 2% of class/series collectively at challenged act, directors, 5% parent equity, and charter/bylaw designees.

Why this changes the score: Maine requires public access to the report. 2% shareholder/5% parent enforcement is more accessible than Connecticut’s thresholds.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Nebraska: General public benefit mandatory; specific public benefits optional.

Why this changes the score: Nebraska offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Nebraska: Director-only charter monetary limitation; improper financial benefit, intentional harm, unlawful distributions, intentional criminal violation excepted. Benefit-specific rule: Company money damages barred under benefit Act for benefit failure. Directors and officers have compliant-conduct and benefit-failure monetary protection unless articles/bylaws say otherwise; benefit-director exceptions include self-dealing/willful misconduct/known illegality.

Why this changes the score: Nebraska keeps this ordinary shield limited to directors; the charter must elect the ordinary protection. Mandatory independent benefit director only if publicly traded.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Nebraska: Annual shareholder report within 120 days/year-end or other annual report delivery; all reports public website/latest free copy; concurrently state-filed. Specified compensation/proprietary information may be redacted. Assessment rule: Annual social/environmental assessment against third-party standard required. No report/assessment audit or certification required.

Why this changes the score: Nebraska: Annual; Required outside framework; state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Nebraska: Registry reporting: $25 per year on an annualized basis. Minimum tax/license used here: $13. Small active domestic stock C corporation, paid-up capital at most $10,000 and no Nebraska taxable income: $26 occupation tax each even year, annualized to $13/year for comparison; $0 ordinary income tax. Excludes report fees and other operating taxes.

Why this changes the score: Nebraska has a compared recurring floor of $38 per year, including $13 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Nebraska: Becoming a benefit company: 2/3 each class/series. 2/3 every class/series including nonvoting for entry/exit and covered nonordinary asset sale, plus other required votes. Changing back: 2/3 each class/series

Why this changes the score: Nebraska entry uses 2/3 each class/series; exit uses 2/3 each class/series. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Nebraska: Shall consider listed stakeholders; priority optional in articles. Independent benefit director mandatory only for publicly traded corporations, optional otherwise. Disclosure: Annual shareholder report within 120 days/year-end or other annual report delivery; all reports public website/latest free copy; concurrently state-filed. Specified compensation/proprietary information may be redacted. Enforcement: Company directly; derivative 2% class/series holders at challenged act, director, 5% parent, or charter/bylaw designees.

Why this changes the score: Nebraska requires public access to the report. 2% of a class enforcement floor, not any shareholder. State-filed annual benefit report plus biennial capital-based occupation tax. Mandatory independent benefit director only if publicly traded.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Nevada: General public benefit required; specific benefits optional.

Why this changes the score: Nevada offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Nevada: Default covered director/officer damages liability to corporation, stockholders or creditors requires rebutting business judgment plus breach involving intentional misconduct, fraud or knowing illegality. Articles and listed statutory exceptions can change coverage. Benefit-specific rule: Directors and officers have compliant-duty and benefit-failure monetary protections, subject to stated conditions; company has no mission-failure damages liability.

Why this changes the score: Nevada adds ordinary officer coverage and a default statutory liability rule. Broad default ordinary director AND officer damages rule, unlike opt-in director-only states.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Nevada: Annual shareholder report, generally within 120 days; public website or free copies on request. Permitted financial, proprietary and compensation redactions. No separate state benefit filing identified. Assessment rule: Independent third-party assessment standard required; paid certification or audit is not.

Why this changes the score: Nevada: Annual; Required outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Nevada: Registry reporting: $150 per year on an annualized basis. Minimum tax/license used here: $500. Ordinary domestic corporation, regular renewal year, Nevada receipts below $4 million and general-business quarterly net wages no more than $50,000. Includes $500 business license additional to registry list fees; excludes variable taxes and local licenses.

Why this changes the score: Nevada has a compared recurring floor of $650 per year, including $500 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Nevada: Becoming a benefit company: 2/3 each class. Entry and exit need two thirds of each class/series, including nonvoting shares. Entry carries statutory dissenters’ appraisal rights. Changing back: 2/3 each class

Why this changes the score: Nevada entry uses 2/3 each class; exit uses 2/3 each class. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Nevada: Mandatory consideration of enumerated stakeholders; no automatic priority unless articles prioritize a benefit. Disclosure: Annual shareholder report, generally within 120 days; public website or free copies on request. Permitted financial, proprietary and compensation redactions. No separate state benefit filing identified. Enforcement: Company directly; derivative standing includes directors, 2% of a class/series, 5% parent owners, and charter/bylaw designees. Percentage gate does not exclude these other claimants.

Why this changes the score: Nevada requires public access to the report. Mandatory annual public third-party assessment adds work compared with Delaware. Known annual list plus business-license minimum is $650, not just the $150 reporting fee.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

New Hampshire: General benefit required; specific charter benefits optional.

Why this changes the score: New Hampshire offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

New Hampshire: Charter may exculpate directors and officers against corporation/shareholder monetary claims except unentitled financial benefit, intentional harm, unlawful distributions and intentional criminal-law violation. Benefit-specific rule: Corporation mission-failure damages barred; director/officer compliant-duty and mission-failure monetary protection unless charter/bylaws override.

Why this changes the score: New Hampshire adds ordinary officer coverage; the charter must elect the ordinary protection. Both directors and officers eligible for ordinary charter exculpation.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

New Hampshire: Annual to shareholders by earlier of 120 days or other annual report; all reports public online, latest free on request if no website. State copy with $35. Failure to make report available triggers statutory administrative dissolution. Assessment rule: Third-party standard assessment required. Statute says report and assessment shall not be audited/certified by a third party; certification of report is not required.

Why this changes the score: New Hampshire: Annual; Required outside framework; state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

New Hampshire: Registry reporting: $135 per year on an annualized basis. Minimum tax/license used here: $0. Small active domestic C corporation in a regular 2026 period, no taxable profit, gross business income no more than $109,000, and both gross receipts and enterprise-value base no more than $298,000. Merely having no profit is insufficient to exclude BET.

Why this changes the score: New Hampshire has a compared recurring floor of $135 per year, including $0 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

New Hampshire: Becoming a benefit company: two-thirds of each class, including nonvoting. Two-thirds of every class/series including nonvoting for entry/exit and covered transactions. Changing back: two-thirds of each class, including nonvoting

Why this changes the score: New Hampshire entry uses two-thirds of each class, including nonvoting; exit uses two-thirds of each class, including nonvoting. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

New Hampshire: Mandatory stakeholder consideration; charter may prioritize mission interests. Independent benefit director required only if publicly traded; optional if private. Disclosure: Annual to shareholders by earlier of 120 days or other annual report; all reports public online, latest free on request if no website. State copy with $35. Failure to make report available triggers statutory administrative dissolution. Enforcement: Corporation; collective 2% of class/series at challenged act, directors, 5% parent equity, charter/bylaw designees. Secretary may revoke benefit status after court determination of mission failure.

Why this changes the score: New Hampshire requires public access to the report. Missed benefit reporting has dissolution consequences; court mission finding can revoke benefit status. Annual state reporting requires both $100 ordinary report and $35 benefit report.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Texas: PBC intended to operate responsibly/sustainably and produce benefit(s) specified in certificate; broad general benefit is not mandatory.

Why this changes the score: Texas offers Public benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Texas: Charter may limit director AND officer monetary liability to organization/owners: managerial official includes both. Exceptions loyalty, bad faith constituting duty breach/intentional misconduct/known illegality, improper benefit, and liability expressly imposed by statute. Broader officer scope than director-only model states. Benefit-specific rule: No blanket corporate/director/officer benefit-failure damages bar in Subchapter S. Conditional director decision safe harbor and optional charter classification safe harbor interact with ordinary exculpation.

Why this changes the score: Texas adds ordinary officer coverage; the charter must elect the ordinary protection. Ordinary charter exculpation includes officers.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Texas: At least biennial shareholder statement with objectives, standards, facts and assessment. Charter/bylaws may require more frequent or public report; public/state benefit filing is not statutory default. Assessment rule: No mandatory third-party standard in PBC reporting statute. No mandatory certification in PBC reporting statute.

Why this changes the score: Texas: At least biennial; Optional / no mandate outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Texas: Registry reporting: $0 per year on an annualized basis. Minimum tax/license used here: $0. Small active ordinary domestic C corporation with annualized total revenue from its entire business, including any required combined group, at or below $2,650,000 for its 2026/2027 report: $0 franchise tax. PIR/OIR remains required. Excludes other operating taxes and fees.

Why this changes the score: Texas has a compared recurring floor of $0 per year, including $0 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Texas: Becoming a benefit company: 2/3 outstanding entitled vote. 2/3 outstanding shares entitled to vote, class/series voting when otherwise required, for entry/exit and protected certificate provisions; dissent/appraisal rights. Mission/report provisions can survive equivalent-entity transaction exception. Changing back: 2/3 outstanding entitled vote

Why this changes the score: Texas entry uses 2/3 outstanding entitled vote; exit uses 2/3 outstanding entitled vote. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Texas: Board shall balance shareholders, materially affected persons and chosen benefits. Informed/disinterested/not-irrational decision satisfies duty. Charter may opt in to safe harbor for disinterested failures as not bad faith/loyalty breach; no beneficiary duty. Disclosure: At least biennial shareholder statement with objectives, standards, facts and assessment. Charter/bylaws may require more frequent or public report; public/state benefit filing is not statutory default. Enforcement: Derivative balancing action by shareholders owning 2% total or listed lesser 2%/$2m.

Why this changes the score: Texas does not require public access in this compared variant. Biennial shareholder-only report default.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Virginia: General benefit required; specific benefit optional and can be set in charter, bylaws or by board action.

Why this changes the score: Virginia offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Virginia: Directors AND officers have statutory damages cap for corporation/shareholder claims per transaction: greater of $100k or prior-year cash compensation, reducible to zero by charter/shareholder-approved bylaw. Exceptions wilful misconduct, knowing criminal violation, federal/state securities violation. Benefit-specific rule: Directors protected against corporation/shareholder monetary claims for compliant duties or mission failure. Officers protected for actions believed in good-faith business judgment consistent with mission AND third-party standard. No express corporation mission-damages bar.

Why this changes the score: Virginia adds ordinary officer coverage and a default statutory liability rule. Automatic director/officer statutory cap, with charter option for zero, is distinct from mandatory charter adoption in most states. Specific benefit can be set by board/bylaw; officer safe harbor depends on the third-party standard.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Virginia: Annual to shareholders by earlier of 120 days or other annual report. Latest report public online or written/electronic copy on request without website; confidentiality omissions only to extent standard permits. No state benefit filing. Assessment rule: Annual third-party standard assessment required. No mandatory third-party audit/certification in article.

Why this changes the score: Virginia: Annual; Required outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Virginia: Registry reporting: $100 per year on an annualized basis. Minimum tax/license used here: $0. Small active ordinary domestic C corporation in a regular full year with no Virginia taxable profit after modifications and apportionment. The SCC annual registration fee and local operating taxes remain separate.

Why this changes the score: Virginia has a compared recurring floor of $100 per year, including $0 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Virginia: Becoming a benefit company: unanimous entitled voting shareholders. Conversion after formation requires ALL shareholders entitled to vote. Exit uses ordinary amendment rule: >two-thirds each entitled voting group by default; charter may lower to majority of votes cast with quorum. Changing back: ordinary amendment rule; >two-thirds default, reducible by charter

Why this changes the score: Virginia entry uses unanimous entitled voting shareholders; exit uses ordinary amendment rule; >two-thirds default, reducible by charter. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Virginia: Mandatory stakeholder consideration; charter may prioritize specified benefit. No independent benefit director requirement. Disclosure: Annual to shareholders by earlier of 120 days or other annual report. Latest report public online or written/electronic copy on request without website; confidentiality omissions only to extent standard permits. No state benefit filing. Enforcement: Corporation; any shareholder, director, charter/bylaw designees. No automatic parent-equity standing in article.

Why this changes the score: Virginia requires public access to the report.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Colorado: Certificate must identify one or more specific public benefits. Responsible and sustainable operation is required; no model-style mandatory general whole-society/environment purpose.

Why this changes the score: Colorado offers Public benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Colorado: §7-102-102(2)(d) permits director charter exculpation with financial-benefit, intentional-harm, unlawful-distribution and intentional-criminal exceptions. Benefit-specific rule: Director protection is a balancing safe harbor and default bad-faith/loyalty classification rule, not the model-act blanket corporate benefit-failure bar.

Why this changes the score: Colorado keeps this ordinary shield limited to directors; the charter must elect the ordinary protection.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Colorado: Annual public and shareholder benefit report, with third-party-standard assessment; outside certification/audit is not required. Assessment rule: Annual assessment against an independent third-party standard is required. Paid certification and a third-party audit are not required.

Why this changes the score: Colorado: Annual; Required outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Colorado: Registry reporting: $25 per year on an annualized basis. Minimum tax/license used here: $0. Ordinary domestic C corporation operating in Colorado with no Colorado taxable net income. No fixed corporate-income minimum added; registry fees and all variable operating taxes excluded. The rate is not used to estimate tax.

Why this changes the score: Colorado has a compared recurring floor of $25 per year, including $0 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Colorado: Becoming a benefit company: Ordinary corporate amendment/conversion votes; former PBC-specific two-thirds vote removed in 2022. 2022 amendments reduced special voting/appraisal barriers; use ordinary transaction rules and charter terms. Changing back: Ordinary corporate votes; no benefit-specific supermajority retained.

Why this changes the score: Colorado entry uses Ordinary corporate amendment/conversion votes; former PBC-specific two-thirds vote removed in 2022.; exit uses Ordinary corporate votes; no benefit-specific supermajority retained.. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Colorado: Directors must balance shareholders’ pecuniary interests, interests of those materially affected, and charter public benefits. Informed, disinterested, nonirrational decisions satisfy this duty. Disclosure: Annual public and shareholder benefit report, with third-party-standard assessment; outside certification/audit is not required. Enforcement: §7-101-508 limits an action enforcing the balancing requirement to qualifying stockholders; ordinary derivative requirements also apply.

Why this changes the score: Colorado requires public access to the report. Colorado annual public third-party-standard assessment is stricter than Delaware’s default reporting.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Hawaii: General public benefit is mandatory; a charter may add specific public benefits.

Why this changes the score: Hawaii offers Sustainable business corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Hawaii: §414-222 permits ordinary director articles limitation. Later adoption requires two-thirds shares represented and entitled to vote, also constituting a majority of all shares entitled to vote; written proposal notice and state filing are required. Benefit-specific rule: Do not import another state’s company damages bar into Hawaii. Director/officer protections expressly depend on ordinary standards of conduct.

Why this changes the score: Hawaii keeps this ordinary shield limited to directors; the charter must elect the ordinary protection. Every sustainable business corporation needs an independent benefit director, including a small private company.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Hawaii: Annual shareholder report and latest public report. A draft must receive 60 days of public comments; benefit director must formally answer all comments/questions in final report. Assessment rule: Independent, comprehensive and transparent third-party standard is required; the chapter does not require purchase of private certification.

Why this changes the score: Hawaii: Annual; Required outside framework; no separate state benefit-report filing. An additional benefit-director or approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Hawaii: Registry reporting: $12.5 per year on an annualized basis. Minimum tax/license used here: $0. Fixed yearly baseline only, ordinary domestic C corporation. Variable GET on business receipts can be positive even with zero profit and is excluded from this figure; no annual GET-license renewal charge is included. The $20 registration fee is one-time.

Why this changes the score: Hawaii has a compared recurring floor of $12.5 per year, including $0 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Hawaii: Becoming a benefit company: Two thirds of every class/series, including otherwise nonvoting shares. Most companies can exit by two-thirds class vote. A particular patent-purpose election creates a conditional permanent mission/status restriction. Changing back: Same minimum status vote, unless the patent-purpose permanent-status clause applies.

Why this changes the score: Hawaii entry uses Two thirds of every class/series, including otherwise nonvoting shares.; exit uses Same minimum status vote, unless the patent-purpose permanent-status clause applies.. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Hawaii: Directors shall consider shareholders and benefit accomplishment; they may consider workers, customers, community, environment and other listed interests. This is not mandatory consideration of every model-act stakeholder. Disclosure: Annual shareholder report and latest public report. A draft must receive 60 days of public comments; benefit director must formally answer all comments/questions in final report. Enforcement: §420D-10 permits shareholders/directors to enforce directly or derivatively. Ordinary derivative procedures still matter.

Why this changes the score: Hawaii requires public access to the report. Public commenters receive formal responses in the final annual report; names of 5% holders are disclosed. Most stakeholders are permissive considerations while shareholders and benefit purposes are mandatory.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Kansas: Responsible/sustainable for-profit corporation must name one or more specific public benefits in articles; no separate broad general-benefit purpose imposed.

Why this changes the score: Kansas offers Public benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Kansas: Optional director-only charter monetary exculpation; exceptions loyalty, bad faith/intentional misconduct/knowing law violation, unlawful distributions and improper benefit. Prospective. Benefit-specific rule: No blanket company/director/officer benefit-failure monetary bar. Director balancing safe harbor and default protection against bad-faith/loyalty classification interact with ordinary charter exculpation.

Why this changes the score: Kansas keeps this ordinary shield limited to directors; the charter must elect the ordinary protection.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Kansas: Annual benefit statement to shareholders, latest publicly posted or free on request; third-party assessment required. Timing refers to ordinary report statute, now biennial, creating a timing cross-reference to check. No state benefit-report filing specified. The current 2026 text still says no less than annually in 17-72a06(b), while subsection (c) links timing to the annual report under 17-7503; section 17-7503 now governs biennial information reports. The annual benefit-statement duty remains explicit, but the cross-reference does not give a clear intervening-year delivery date. A company should set an annual shareholder/publication date and confirm that timing with counsel rather than reduce the benefit report to biennial. Assessment rule: Annual statement must assess benefit performance against independent transparent third-party standard. Third-party certification may be required by articles/bylaws; not statutory default.

Why this changes the score: Kansas: Annual; Required outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Kansas: Registry reporting: $45 per year on an annualized basis. Minimum tax/license used here: $0. Small active ordinary domestic C corporation operating in Kansas with no Kansas taxable income after adjustments and apportionment: $0 ordinary income tax and no franchise minimum. Excludes information-report fees and other operating taxes.

Why this changes the score: Kansas has a compared recurring floor of $45 per year, including $0 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Kansas: Becoming a benefit company: ordinary majority of outstanding entitled stock (charter amendment). Prior benefit-specific 17-72a03 was repealed in 2023. Entry/exit by charter amendment now uses ordinary board approval and majority of outstanding stock entitled to vote, plus majority of each class separately entitled to vote. Class votes and greater charter thresholds may apply; other transaction routes retain their own rules. Changing back: ordinary majority of outstanding entitled stock (charter amendment)

Why this changes the score: Kansas entry uses ordinary majority of outstanding entitled stock (charter amendment); exit uses ordinary majority of outstanding entitled stock (charter amendment). Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Kansas: Must balance stockholder pecuniary interests, materially affected interests and chosen benefits; informed/disinterested/rational-decision safe harbor. Since 2023, stockholding alone is not conflict and disinterested balancing failure is not bad faith/loyalty breach unless articles opt out. Disclosure: Annual benefit statement to shareholders, latest publicly posted or free on request; third-party assessment required. Timing refers to ordinary report statute, now biennial, creating a timing cross-reference to check. No state benefit-report filing specified. The current 2026 text still says no less than annually in 17-72a06(b), while subsection (c) links timing to the annual report under 17-7503; section 17-7503 now governs biennial information reports. The annual benefit-statement duty remains explicit, but the cross-reference does not give a clear intervening-year delivery date. A company should set an annual shareholder/publication date and confirm that timing with counsel rather than reduce the benefit report to biennial. Enforcement: Any individual/derivative/other action enforcing balancing requires at filing 2% total outstanding or listed lesser 2%/$2m; other derivative rules remain.

Why this changes the score: Kansas requires public access to the report. Three-interest balancing combined with mandatory public annual third-party report; not the same reporting regime as Delaware/Texas.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Vermont: General public benefit required; specific charter benefits optional.

Why this changes the score: Vermont offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Vermont: Ordinary charter director protection excludes unentitled financial benefit, intentional OR reckless harm, unlawful distributions, and intentional OR reckless criminal acts. Benefit-corporation §21.11(f) separately permits officer charter exculpation, with financial-benefit/harm/criminal exceptions. Benefit-specific rule: Directors/officers receive compliant-conduct and mission-failure protection; no express corporation mission-damages bar identified. Benefit-director exceptions bad faith, intentional misconduct/knowing violations and improper benefit.

Why this changes the score: Vermont adds ordinary officer coverage; the charter must elect the ordinary protection. Reckless harm/criminal acts remain outside ordinary charter protection. Officer charter exculpation is specifically provided for benefit corporations.

Usual starting point: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

Vermont: Annual to shareholders by earlier of 120 days or other annual report. Shareholders must approve/reject by majority vote; next-year goals are shareholder approved. Latest endorsed report public online or free on request. No state benefit-report filing. Assessment rule: Annual assessment against third-party standard required. No mandatory external certification; benefit director may commission a voluntary audit.

Why this changes the score: Vermont: Annual; Required outside framework; no separate state benefit-report filing. An additional benefit-director or approval step applies to this private-company scope.

Usual starting point: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

Vermont: Registry reporting: $60 per year on an annualized basis. Minimum tax/license used here: $100. Small active ordinary domestic C corporation in a regular full year, Vermont gross receipts below $500,000, no taxable profit and no small-farm or other special classification. Annual registry and benefit-report fees are separate.

Why this changes the score: Vermont has a compared recurring floor of $160 per year, including $100 in identified minimum tax/license charges.

Usual starting point: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

Vermont: Becoming a benefit company: two-thirds of entitled votes and entitled voting groups. Entry/exit requires higher charter vote or two-thirds of entitled outstanding votes and each separately entitled voting group. Does not automatically enfranchise all otherwise nonvoting classes. Changing back: two-thirds of entitled votes and entitled voting groups

Why this changes the score: Vermont entry uses two-thirds of entitled votes and entitled voting groups; exit uses two-thirds of entitled votes and entitled voting groups. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

Usual starting point: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

Vermont: Mandatory stakeholder consideration. Independent benefit director generally required; boardless replacement need not be independent unless annual gross revenue ≥$5m in each of preceding two years. Disclosure: Annual to shareholders by earlier of 120 days or other annual report. Shareholders must approve/reject by majority vote; next-year goals are shareholder approved. Latest endorsed report public online or free on request. No state benefit-report filing. Enforcement: Otherwise eligible derivative shareholder, director, 10% parent equity, and charter designees; the special statutory list does not expressly list the corporation itself. No special direct-company ownership percentage.

Why this changes the score: Vermont requires public access to the report. Annual benefit report is voted on by shareholders; mission goals also require approval. Special benefit-enforcement standing list omits an express corporation-direct action.

Usual starting point: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

Illinois: General public benefit is mandatory; specific benefits are optional.

Why this changes the score: Illinois offers Benefit corporation.

Usual starting point: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

Illinois: Optional director-only charter monetary exculpation for corporation/shareholder fiduciary claims; exceptions loyalty, bad faith, intentional misconduct/knowing law violation, unlawful distributions, improper personal benefit and pre-effective conduct. Benefit-specific rule: Company monetary damages barred under benefit Act for failure to pursue/create benefit. Director and officer protection for compliant conduct and benefit failure; benefit-director exceptions include self-dealing, willful misconduct or knowing law violation.

Why this changes the score: Illinois keeps this ordinary shield limited to directors; the charter must elect the ordinary protection. All corporations require a benefit director, unlike optional/private-exempt models.