Despite not experimenting with other business forms, such as California's flexible purpose corporation or Vermont's low-profit LLC, Massachusetts law otherwise provides some latitude for socially minded business owners to incorporate their CSR goals.
See supra notes 57-60 and accompanying text (outlining L3C and flexible purpose corporation requirements).
CODE [section][section] 2500-17 (West 2013) (authorizing flexible-purpose corporations in California); see also Dana Brakman Reiser, The Next Big Thing: Flexible Purpose Corporations, 2 Am.
The flexible purpose corporation is a sort of benefit corporation
lite: the flexible purpose corporation enabling statute merely requires
Still, since the flexible purpose corporation form became available at
corporation, the flexible purpose corporation, or the other forms in the
The Flexible Purpose Corporation
originated in California, and was tailored to fit within that state's existing corporate code.
As with other types of state law corporations, whether a benefit corporation or a flexible purpose corporation can choose S corporation status depends on whether it meets the eligibility requirements for that status.
If a benefit corporation or flexible purpose corporation is required to be a C corporation because it does not meet one or more of the S corporation requirements, then the organization will be subject to the federal corporate income tax and its state equivalent, if any.
If instead a benefit corporation or a flexible purpose corporation is eligible to choose S corporation status and in fact elects to do so, then the income and permissible deductions of the organization pass through the corporation to its shareholders.
The bottom line is therefore that the net income earned by a benefit corporation or a flexible purpose corporation will be subject to federal income tax, and generally state income tax, either at the corporation level--if the organization is classified as a C corporation--or at the shareholder level--if the organization is classified as an S corporation.