How to Form a Delaware Public Benefit Corporation

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What is Required to Form a Delaware PBC

  • On the Certificate of Incorporation, indicate one (or more) public benefit purpose(s) or goal(s) the company will specifically promote (these should be artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific and/or technological in nature).
  • The Certificate of Incorporation should also state that the corporation is a Public Benefit Corporation.
  • All the other information typically required on a corporation's Certificate of Incorporation is also needed, such as the name of the incorporator and the name and address of your Delaware Registered Agent.


How to Maintain Compliance in a Delaware PBC

  • The Board of Directors must furnish a Benefit Report every other year (at least) to the shareholders, which is assessed by a neutral, third-party standard; this report must include:
    • The annual objective(s) of the Public Benefit Corporation as established by the Board of Directors
    • How progress in achieving the goal(s) was measured
    • Facts that indicate whether or not the goals were achieved
    • Overall assessment of the Public Benefit Corporation's success
      • NOTE: in Delaware, this Benefit Report does not have to be made public as it does in most other states
    • Draft bylaws, just as you would in any other corporation
    • Hold an organizational meeting soon after you file the Certificate of Incorporation, in which you elect a Board of Directors and formally adopt the Public Benefit Corporation's bylaws
    • Maintain a Delaware Registered Agent
    • Pay your annual Delaware Franchise Tax


How to Issue Stock in a Delaware PBC

All stock certificates must clearly show that the company is a Public Benefit Corporation.


Learn more about PBCs:

Since 1981, Harvard Business Services, Inc. has helped form 250,206 Delaware corporations and LLCs for people all over the world.

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