Finance:Benefit corporation

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In the United States , a benefit corporation is a type of for-profit corporate entity, authorized by 35 U.S. states and the District of Columbia[1] that includes positive impact on society, workers, the community and the environment in addition to profit as its legally defined goals, in that the definition of "best interest of the corporation" is specified to include those impacts. Traditional C Corporation law does not specify the definition of "best interest of the corporation" which has led to profit motivations being used as the main driver for best interests.[2] Benefit corporations may not differ much from traditional C corporations.[3] A C corporation may change to a B corporation merely by stating in its approved corporate bylaws that it is a benefit corporation.[3]

A business may choose to file as a benefit corporation instead of a traditional C corporation for many reasons; for example, a 2013 study done by MBA students at the University of Maryland showed that one main reason businesses in Maryland had chosen to file as benefit corporations was for community recognition of their values.[4] A benefit corporation's directors and officers operate the business with the same authority and behavior as in a traditional corporation, but are required to consider the impact of their decisions not only on shareholders but also on employees, customers, the community, and local and global environment. For an example of what additional impacts directors and officers are required to consider, view the 2015 Maryland Code § 5-6C-07 - Duties of director. The nature of the business conducted by the corporation does not affect their status as a benefit corporation, instead providing them protection for including public benefits in their missions and activities.

An issue in deciding whether or not to become a benefit corporation is dependent on a company who wants to make a profit while simultaneously addressing social, economical, and environmental needs, or to operate as a traditional for-profit business corporation model. Both have their own benefits and costs.[5]

Shareholders typically judge a company's well-being on its long term financial success, in addition to public perception and quality of product, but in recent decades quarterly trading reporting has led to hyper-focus on short-term gains. As such, the perception that corporate directors are legally bound to maximize shareholder value has grown, although it is not true.[6] The benefit corporation legislation ensures that a director is required to consider other public benefits in addition to profit, preventing shareholders from using a drop in stock value as evidence for dismissal or a lawsuit against the corporation. Transparency provisions require benefit corporations to publish annual benefit reports of their social and environmental performance using a comprehensive, credible, independent, and transparent third-party standard. However, few of the states have included provisions for removal of benefit corporation status if they fail to do so, or if those reports show below-expected ratings.

There are around 12 third-party standards that satisfy the reporting requirements of most benefit corporation statutes.[citation needed] A benefit corporation need not be certified or audited by the third-party standard. Instead, it may use third-party standards solely as a rubric to measure its own performance. In this case, some authors have examined and pointed out that in the current 36 states who recognize benefit corporations as legal business forms the law regarding the requirement of certifications for operation differs from state to state.[7] For example, in the state of Indiana, there is no requirement of certifications from a third party needed in order to operate as a benefit corporation.[8] It has also been suggested that other organizations that choose to operate under the business formation of a benefit corporation may also want to engage in receiving a B Corp certification from a third party, such as B Lab.[9]

As a matter of law, in the 36 states who recognize this type of business form, a benefit corporation is used “to merge the traditional for-profit business corporation model with a non-profit model by allowing social entrepreneurs to consider interests beyond those of maximizing shareholder wealth.”[3]


In April 2010, Maryland became the first U.S. state to pass benefit corporation legislation.[10] As of March 2018, 35 states and Washington, D.C. have passed legislation allowing for the creation of benefit corporations:[11]

State Date Passed Date in Effect Legislation
Arizona April 30, 2013 December 31, 2014 SB 1238
Arkansas April 19, 2013 July 18, 2013 HB 1510
California October 9, 2011 January 1, 2012 AB 361
Colorado May 15, 2013 April 1, 2014 HB 13-1138
Connecticut April 24, 2014 October 1, 2014 SB 23, HB 5597 Section 140
Delaware July 17, 2013 August 1, 2013 SB 47
Florida June 20, 2014 July 1, 2014 SB 654, HB 685
Hawaii July 8, 2011 July 8, 2011 SB 298
Idaho April 2, 2015 July 1, 2015 SB 1076
Illinois August 2, 2012 January 1, 2013 SB 2897
Indiana April 30, 2015 July 1, 2015 HB 1015
Kansas March 30, 2017 July 1, 2017 HB 2153
Kentucky March 7, 2017 July 1, 2017 HB 35
Louisiana May 31, 2012 August 1, 2012 HB 1178
Maryland April 13, 2010 October 1, 2010 SB 690/HB 1009
Massachusetts August 7, 2012 December 1, 2012 2012 Acts, Chapter 238
Minnesota April 29, 2014 January 1, 2015 SF 2053, HF 2582
Montana April 27, 2015 October 1, 2015 HB 2458
Nebraska April 2, 2014 July 18, 2014 LB 751
Nevada May 24, 2013 January 1, 2014 AB 89
New Hampshire July 11, 2014 January 1, 2015 SB 215
New Jersey January 10, 2011 March 1, 2011 S 2170
New York December 12, 2011 February 10, 2012 A4692-a and S79-a
Oregon June 18, 2013 January 1, 2014 HB 2296
Pennsylvania October 12, 2012 January 1, 2013 HB 1616
Rhode Island July 17, 2013 January 1, 2014 HB 5720
South Carolina June 6, 2012 June 14, 2012 HB 4766
Tennessee May 20, 2015 January 1, 2016 HB 0767/SB 0972
Texas June 14, 2017 September 1, 2017 HB 3488
Utah April 1, 2014 May 13, 2014 SB 133
Vermont May 19, 2010 July 1, 2011 S 263
Virginia March 26, 2011 July 1, 2011 HB 2358
Washington, D.C. February 8, 2013 May 1, 2013 B 19-058
West Virginia March 31, 2014 July 1, 2014 SB 202
Wisconsin November 27, 2017 February 26, 2018 SB298 Act 77

Connecticut's benefit corporation law is the first to allow "preservation clauses," which allow the corporation's founders to prevent it from reverting to a 'For Profit' entity at the will of their shareholders.[12]

Illinois established a new type of entity called the “benefit LLC,” making the state the first to allow limited liability companies the same opportunities afforded to Illinois corporations under the state's benefit corporation law.[13][14]

In December 2015, the Italian Parliament passed legislation recognizing a new kind of organization, named Società Benefit, which was directly modeled after benefit corporations in the United States. This made Italy the first country in the world to make this legal status available across its entire territory.[15][16][17][18][19]

In 2018, Colombia became the first country in Latin America to introduce benefit corporation legislation.[citation needed] In May 2018, the leader of the British Columbia Green Party introduced a bill to amend the Business Corporations Act to incorporate benefit companies in British Columbia, Canada .[20]

Washington created social purpose corporations in 2012 with a similar focus and intent.[21][22]

Differences from traditional corporations

Historically, United States corporate law has not been structured or tailored to address the situation of for-profit companies that wish to pursue a social or environmental mission.[23] While corporations generally have the ability to pursue a broad range of activities, corporate decision-making is usually justified in terms of creating long-term shareholder value.

The idea that a corporation has as its purpose to maximize financial gain for its shareholders was first articulated in Dodge v. Ford Motor Company in 1919.[24] Over time, through both law and custom, the concept of “shareholder primacy” has come to be widely accepted. This was reaffirmed in 2010 by the case eBay Domestic Holdings, Inc. v. Craig Newmark, et al., 3705-CC, 61 (Del. Ch. 2010). , in which the Delaware Chancery Court stated that a non-financial mission that “seeks not to maximize the economic value of a for-profit Delaware corporation for the benefit of its stockholders” is inconsistent with directors’ fiduciary duties. However, the fiduciary duties do not list profit or financial gains specifically, and to date no corporate charters have been written that identify profit as one of those duties.

In the ordinary course of business, decisions made by a corporation's directors are generally protected by the business judgment rule, under which courts are reluctant to second-guess operating decisions made by directors. In a takeover or change of control situation, however, courts give less deference to directors’ decisions and require that directors obtain the highest price in order to maximize shareholder value in the transaction. Thus a corporation may be unable to maintain its focus on social and environmental factors in a change of control situation because of the pressure to maximize shareholder value. If a company does change ownership and the result is no longer in adherence to its initially described benefit goals, the sale could be challenged in court.

Mission-driven businesses, impact investors, and social entrepreneurs are constrained by this legal framework, which is not equipped to accommodate for-profit entities whose mission is central to their existence.

Even in states that have passed “constituency” statutes, which permit directors and officers of ordinary corporations to consider non-financial interests when making decisions, legal uncertainties make it difficult for mission-driven businesses to know when they are allowed to consider additional interests. Without clear case law, directors may still fear civil claims if they stray from their fiduciary duties to the owners of the business to maximize profit.[4]

By contrast, benefit corporations expand the fiduciary duty of directors to require them to consider non-financial stakeholders as well as the interests of shareholders.[25] This gives directors and officers of mission-driven businesses the legal protection to pursue an additional mission and consider additional stakeholders.[26][27] The enacting state's benefit corporation statutes are placed within existing state corporation codes so that the codes apply to benefit corporations in every respect except those explicit provisions unique to the benefit corporation form.


Typical major provisions of a benefit corporation are:


  • Shall create general public benefit.
  • Shall have right to name specific public benefit purposes
  • The creation of public benefit is in the best interests of the benefit corporation.


  • Directors' duties are to make decisions in the best interests of the corporation
  • Directors and officers shall consider effect of decisions on shareholders and employees, suppliers, customers, community, environment (together the "stakeholders")


  • Shall publish annual Benefit Report in accordance with recognized third party standards for defining, reporting, and assessing social and environmental performance
  • Benefit Report delivered to: 1) all shareholders; and 2) public website with exclusion of proprietary data

Right of Action

  • Only shareholders and directors have right of action
  • Right of Action can be for 1) violation of or failure to pursue general or specific public benefit; 2) violation of duty or standard of conduct

Change of Control/Purpose/Structure

  • Shall require a minimum status vote which is a 2/3 vote in most states, but slightly higher in a few states

Benefit corporations are treated like all other corporations for tax purposes.[28]


Benefit corporation laws address concerns held by entrepreneurs who wish to raise growth capital but fear losing control of the social or environmental mission of their business. In addition, the laws provide companies the ability to consider factors other than the highest purchase offer at the time of sale, in spite of the ruling on Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc. Chartering as a benefit corporation also allows companies to distinguish themselves as businesses with a social conscience, and as one that aspires to a standard they consider higher than profit-maximization for shareholders.[29] Yvon Chouinard, founder of Patagonia, has written “Benefit Corporation legislation creates the legal framework to enable companies like Patagonia to stay mission-driven through succession, capital raises, and even changes in ownership, by institutionalizing the values, culture, processes, and high standards put in place by founding entrepreneurs.” [30]

See also


  1. "Social Enterprise Law Tracker" (in en-US). 2014-11-12. 
  2. Pearlstein, Steven (2013-09-06). "Businesses' focus on maximizing shareholder value has numerous costs". 
  3. 3.0 3.1 3.2 Lee, Jaime (May 2018). "Benefit Corporations: A Proposal for Assessing Liability in Benefit Enforcement Proceedings". 
  4. 4.0 4.1 Kincaid, Amy (2013-01-01). "Maryland Benefit Corporation Act: The State of Social Enterprise in Maryland". 
  5. Bagley, Constance E. (2018). The Entrepreneur's Guide to Law & Strategy, fifth edition. Boston, MA: Cengage Learning, Inc.. pp. 56–58. ISBN 978-1-285-42849-9. 
  6. Pearlstein, Steven (2013-09-06). "Businesses' focus on maximizing shareholder value has numerous costs". 
  7. "State by State Status of Legislation | Benefit Corporation". 
  8. "Indiana Benefit Corporations: The What, How and Whether of Forming a B-Corp." (in en-US). 
  9. [1]
  10. "Xconomy: Joining Trend, WI Creates New Business Entity: Benefit Corporations" (in en-US). Xconomy. 2017-11-29. 
  11. "State by State Status of Legislation". B Lab. 
  12. Stuart, Christine (October 1, 2014). "20 Connecticut Social Entrepreneurs Convert Their Companies to Benefit Corporations". CT News Junkie. 
  13. S.B. 2358, 98th Gen. Assem. (Ill. 2013).
  14. Six Month Report (Report). Governor’s Task Force on Social Innovation, Entrepreneurship, and Enterprise. April 2013. 
  15. Italian financial Act for 2016- L. nr. 208/2015
  16. Daniel (22 December 2015). "Italian Parliament approves Benefit Corporation legal status". Amsterdam, Netherlands: B Lab. 
  17. "Disposizioni per la formazione del bilancio annuale e pluriennale dello Stato" (in it). Gazzetta Ufficiale (Republic of Italy). 30 December 2015. Retrieved 19 July 2017. 
  18. "The Legacy of B Lab: Italy's Società Benefit | The ECCLblog" (in en-US). 
  19. "What are benefit corporations, the companies doing good for society - LifeGate" (in it-IT). LifeGate. 2017-07-13. 
  20. "Provincial Green Party eyes making B.C. the first Canadian jurisdiction to recognize 'benefit corporations' | The Star" (in en). 
  21. HB 2239
  22. "Social Purpose Corporation". Retrieved 10 August 2016. "As of June 7, 2012, a new type of profit corporation will exist in Washington. ..[T]his law...would allow a corporation’s shareholders and directors to put a social purpose (such as saving the environment or saving the whales) above the purpose of making a profit." 
  23. "Balancing purpose and profit: Legal mechanisms to lock in social mission for "profit with purpose" businesses across the G8". Retrieved 3 September 2015. 
  24. "The Corporate Conscience - The American Interest" (in en-US). The American Interest. 2018-03-21. 
  25. Marc J. Lane (March 11, 2014). "Emerging Legal Forms Allow Social Entrepreneurs to Blend Mission And Profits". Triple Pundit. 
  26. Marc J. Lane. "Representing Corporate Officers and Directors". Aspen Publishers: Wolters Kluwer Law & Business. Retrieved 8 August 2012. 
  27. Marc J. Lane. "Social Enterprises: A New Business Form Driving Social Change". The Young Lawyer. Retrieved 18 November 2014. 
  28. "Maryland First State in Union to Pass Benefit Corporation Legislation". CSRWire USA. 14 April 2010. 
  29. New-Economy Movement article by Gar Alperovitz, also appeared in the June 13, 2011 edition of The Nation
  30. B Lab page on Patagonia's website

External links