W. Va. Code § 31F-1-101
Short title
This chapter is and may be cited as the West Virginia Benefit Corporation Act.
West Virginia Code Chapter 31F — West Virginia Benefit Corporation Act
West Virginia · statute · W. Va. Code ch. 31F · 11 active provisions
W. Va. Code § 31F-1-102
Definitions
As used in this article: (a) "Benefit corporation" means a corporation organized pursuant to the provisions of this chapter: (1) That has elected to become subject to this article; and (2) The status of which as a benefit corporation has not been terminated under section two hundred three, article two of this chapter.…
W. Va. Code § 31F-1-103
Construction of chapter
(a) This chapter shall apply to all benefit corporations. (b) The existence of a provision of this chapter does not of itself create an implication that a contrary or different rule of law applies to a corporation organized pursuant to the provisions of this code that is not a benefit corporation. This chapter does not…
W. Va. Code § 31F-2-201
Formation of benefit corporations
A benefit corporation shall be formed in accordance with article two, chapter thirty-one-d of this code, and its articles as initially filed with the Secretary of State or as amended, shall state that it is a benefit corporation.
W. Va. Code § 31F-2-202
Election of status after formation
A corporation that was not formed as a benefit corporation may become a benefit corporation by amending its articles so that they contain, in addition to matters required by section two hundred two, article two, chapter thirty-one-d of this code, a statement that the corporation is a benefit corporation. Any such amend…
W. Va. Code § 31F-2-203
Termination of status
A benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its articles to delete the provision required by section two hundred one of this article to be set forth in the articles of incorporation, which amendment shall be adopted in accordance with the procedures set for…
W. Va. Code § 31F-3-301
Corporate purposes
(a) A benefit corporation shall have as one of its purposes the purpose of creating a general public benefit. The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create. A specific public benefit may also be specif…
W. Va. Code § 31F-4-401
Standard of conduct for directors
(a) Subject to article eight, chapter thirty-one-d of this code, in discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation: (1) Shall consider the effects of…
W. Va. Code § 31F-4-402
Limitation upon liability of officers
An officer of a benefit corporation has no liability for actions taken that the officer believes, in his or her good faith business judgment, are consistent with: (i) The general public benefit or specific public benefit specified in the articles of incorporation or bylaws or otherwise adopted by the board of directors…
W. Va. Code § 31F-4-403
Right of action
(a) The duties of directors and officers under this chapter, the obligation of a benefit corporation to prepare and make available the annual benefit report required under section five hundred one, article five of this chapter and the general and any specific public benefit purpose of a benefit corporation may be enfor…
W. Va. Code § 31F-5-501
Annual benefit report
(a) A benefit corporation shall prepare an annual benefit report that includes all of the following: (1) A narrative description of: (A) The ways in which the benefit corporation pursued the general public benefit during the year and the extent to which the general public benefit was created; and (B) Both: (i) The ways…