What to Know When Naming a Benefit Corporation

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how to name a benefit corporation

The most recent member of the family of Delaware corporate entities is the Delaware Public Benefit Corporation, also known as a Benefit Corporation or B Corporation.

The Delaware Public Benefit Corporation came into existence on August 1, 2013.

From August 1, 2013 to February 8, 2017, a total of 760 Benefit Corporations have been established in the state of Delaware. We have assisted business owners with incorporating 162 of the 760 newly-established Delaware Benefit Corporations.

In that time, we have learned a few things.

For example, Delaware allows for the use of the following corporate indicators for General Corporations, Close Corporations, Non-Profit Corporations as well as Benefit Corporations:

            Inc. or Incorporated

            Corp. or Corporation

            Co. or Company

            Ltd. or Limited

            Fund

            Foundation

            Association

            Club

            Institute

            Society

            Syndicate

In addition, Delaware Benefit Corporations also have the option of using the following corporate indicators:

            Public Benefit Corporation

            PBC or P.B.C.           

However, the endings Public Benefit Corporation, PBC and P.B.C. are not interchangeable and cannot be used for General Corporations, Close Corporations, or Non-Profit Corporations in Delaware. 

Another issue that entrepreneurs may eventually run into with a Delaware Benefit Corporation, since it’s a relative new entity type, is that not all states recognize it. When it comes time to foreign qualify your Delaware Benefit Corporation in your home state, this can sometimes complicate the process.                                                                           

For example, the state of California does not currently recognize Delaware Benefit Corporations, and therefore, cannot distinguish between a Benefit Corporation and a General Stock Corporation.

Thus the corporate endings that are acceptable in Delaware (Public Benefit Corporation, PBC and P.B.C.) are not applicable when registering as a foreign corporation in California.

As of today, the state of California only allows the following corporate indicators for Corporations:

            Inc. or Incorporated

            Incorporation

Corp. or Corporation

            Co. or Company

            Ltd. or Limited

            PC or Professional Corporation         (Professional Corporations only)

So if you are planning to operate as a foreign entity in the state of California with your new Delaware Benefit Corporation, this is just one more thing to consider when determining the name of the company.

While it isn’t entirely clear yet which, if any, other states may limit the use of Benefit Corporation corporate indicators, we will certainly let you know as soon as we hear about it.

If you have any questions about forming your Delaware Benefit Corporation, Non-Profit Corporation, General Corporation, LLC or LP, we’re here for you. Please give us a call today at 800-345-6277, Ext. 6133 or feel free to call me directly at (302) 644-6265.

More By Andrew Millman

There is 1 comment left for What to Know When Naming a Benefit Corporation

Patrick Walsh said: Wednesday, March 15, 2017

California has recognized us and has granted tax exempt status. Don't know if this helps.

HBS Staff replied: Monday, March 20, 2017

Yes, we are thrilled about that. However, the naming guidelines for California are different than the rest of the country, so we are merely explaining that.

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