How to Form a Delaware Public Benefit Corporation

Form a Public Benefit Corporation Now

The process of forming a Delaware Public Benefit Corporation is very similar to that of forming a General Corporation:

The differences between forming Delaware Public Benefit Corporation and a Delaware General Corporation can be found in how the Certificate of Incorporation is prepared. The certificate for a PBC must do the following:

  • State that the corporation is a Public Benefit Corporation;
  • 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;
  • Indicate a general business purpose regarding the for-profit activities, although such a statement in modern practice is extremely broad;
  • Include specific provisions regarding director liability, among other things, specifically applicable to and permitted under the provisions of the Delaware General Corporation Law dealing with Public Benefit Corporations.
  • 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

In order to remain a Public Benefit Corporation, the company must be in compliance with the following:

  • 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; alternatively, adopt a board resolution by unanimous board consent in lieu of an organizational meeting, making all of the decisions and selections the corporation would have adopted at an organizational meeting;
  • Draft bylaws, just as one would for the operation and governance of any other corporation;
  • The Board of Directors must furnish a Benefit Report every other year (at least) to the shareholders. In Delaware, a Public Benefit Corporation’s board of directors is not required to make its Benefit Report public, although it may do so; this Benefit 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) is measured;
    • Facts that indicate whether or not the goals were achieved;
    • Overall assessment of the Public Benefit Corporation’s success;
  • Stock certificates evidencing ownership of shares in a Public Benefit Corporation should clearly state the corporation’s status as such.
  • Each notice of a stockholder meeting should also bear a notice of the corporation’s Public Benefit Corporation status.
  • Maintain a Delaware Registered Agent
  • Pay your annual Delaware Franchise Tax
Learn more about PBCs:

Since 1981, Harvard Business Services, Inc. has helped form 282,446 Delaware corporations and LLCs for people all over the world.

Registered Agent Service

Harvard Business Services, Inc. guarantees your annual Delaware Registered Agent Fee will remain fixed at $50 per company, per year, for the life of your company.