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 261,737 Delaware corporations and LLCs for people all over the world.

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