Viability of Non-Recognised Benefit Corporations

Resumen

This chapter assesses the viability of benefit corporations within jurisdictions that have not enacted regulations on the issue. In Roman-Latin systems, including Spain, profit is considered to be the cause of the contract from which a company arises. As a result, profit shall be the only purpose of a company. Throughout the 20th century, the academic discussion fostered the view that such a restrictive approach to profit should be abandoned in favour of a more flexible notion of company. Accordingly, these may pursue a wider range of lawful purposes, including ideal or non-profitable goals. Such a flexible approach is supported by most of the legal scholarship although courts maintain a more restrictive view. This chapter reviews the academic debate and sustains the view that benefit corporations may be formed without prior legislative intervention even in jurisdictions that have traditionally applied a for-profit requirement.