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Public Benefit Corporation
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Public Benefit Corporation


By Rick Bell Tuesday, November 5, 2013

What is a Public Benefit Corporation?

Perhaps you’ve heard about the new type of company called the “benefit corporation” or, as it’s called in Delaware, the “public benefit corporation.” Some states also call it a “certified B corporation.” Not since the introduction of the LLC has a completely new type of company been created—it’s generating a lot of excitement among people who want to form companies for a social purpose as well as a profit motive.

According to corporate laws, the purpose of a corporation is to create value for its shareholders. If the management of a corporation fails to create shareholder value and focuses instead on executing socially responsible acts, such as funding charitable endeavors, the shareholders can actually sue the company’s directors to steer them back on track toward profits.

Of course, many corporations promote their programs for helping social causes and charitable efforts in their communities or society in general. These programs are not prohibited, unless shareholders object.

The difference is, a public benefit corporation (PBC) contains a mandate, written into its Certificate of Incorporation, to balance the dual purposes of maximizing shareholder value and providing some specific, publicly stated social benefit.

The specific, publicly stated benefit must be clearly outlined; it cannot be vague and lofty. Examples of acceptable public benefits could be:

  • To devote 10% of profits to scholarships for college students who are studying to be elementary school teachers
  • To develop social programs in a specific community
  • To give away one out of ten products to an underprivileged person 
  • To sponsor activities of the Boy Scouts of America (or any non-profit organization you select)

You can decide which public benefits you want to support, but you should devote time and money to only a few, so your company's efforts are effective. Naming too many benefits can cause some trouble when it comes to assessing your performance. Most states require you engage a third party annually to assess your performance, make that report public. Delaware allows for a self-assessment report every other year; the state does not require you make it public but it must be distributed to shareholders.

Why Form a Public Benefit Corporation?

Why are entrepreneurs so excited about this new type of company? For one, today’s entrepreneurs want to balance profits with social contributions. However, there’s another big attraction: there are some major investment funds that will only consider investing in socially-conscious businesses, and they don’t want a vague commitment to a socially-responsible program, they want the companies they invest in to actually posess a legal mandate to provide a specific public benefit. Attracting investment capital from these funds is easier with a stated commitment.

Another good reason to form your corporation as a public benefit corporation is to attract sales from the 70 million socially-responsible consumers in the United States. It is estimated they control about $3 trillion per year in purchasing power.

Currently, there are about 400 public benefit corporations; they include well-known companies, such as Patagonia, Ben & Jerry’s, Plum Organics and Method. As of this blog's publication date, 20 states have passed an enabling statute to form public benefit corporations.

At Harvard Business Services, Inc., we are specialists in guiding you through the process of forming a public benefit corporation and will be happy to discuss the details with you. Just call, email or live chat with one of our customer service specialists today.

Read another Havard Businss Services, Inc. article on the Delaware Public Benefit Corporation.

More By Rick Bell

 

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There is 1 comment left for Public Benefit Corporation

Kelvin Parker says: Tuesday, June 6, 2017

Looking to start up a Benefit Corp in Delaware then eventually move it to Cali. Would love to discuss to 2 stock options and also see if you all complete my articles for me as well. I can add board members by mend the article at a later date correct? Kelvin 818.861.4438

HBS Staff replied: Thursday, June 8, 2017

We are happy to call you to discuss.

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