What is a Delaware Public Benefit Corporation?

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Public Benefit Corporations are formed with altruistic operating principles that require their corporate directors and officers to act in specific moral, ethical and responsible ways as they fulfill their fiduciary duties. Although they are in many other regards similar to other corporations, including the drive to earn profits, they also work for the benefit of society, the environment, the natural world and/or the world at large.

A Delaware Public Benefit Corporation can be formed in the same manner as a Delaware Corporation, by filing a Certificate of Incorporation with the Delaware Division of Corporations. However, unlike a Delaware General Corporation or Delaware Close Corporation, the Certificate of Incorporation for a Delaware Public Benefit Corporation must be clearly marked to demonstrate that the entity is a Public Benefit Corporation.

The Certificate of Incorporation must also list the company's altruistic goals and overall mission statement—for example, if the corporation promises to provide clean drinking water to refugee camps; donates a certain percentage of profits to an organization in Kenya that raises orphaned elephants until they can be re-integrated into the wild; or guarantees its time, money and manpower to environmental organizations.

Likewise, a Delaware Public Benefit Corporation's stock certificates must also be clearly marked with the words "Public Benefit Corporation." However, in every other manner, the structure of a Delaware Public Benefit Corporation mirrors the structure of any type of Delaware Corporation.

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Recorded on: January 27, 2021

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