Ridgeline was recently featured in Cultivating Capital where we answered a few of the most common questions about benefit corporations. We focused on benefit corporations in particular (which is different from Certified B Corps). This distinction is one of the main sources of confusion in the B movement, but we hope this article and the following infographic clears it up a bit.
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Benefit Corporation vs. Certified B Corp
U.S. corporate law has increasingly operated under the “doctrine of shareholder primacy,” meaning that shareholders can pressure a company into maximizing monetary return for investors over all else. A benefit corporation is a legal designation that puts the force of law behind the idea that a company can and will consider people, planet, and profit as worthy metrics of success — not just profits. This new model can be practiced through environmental and social impact initiatives, accountability, transparency, and overall corporate social responsibility.
A Certified B Corp is a company that has undergone a rigorous evaluation process by the nonprofit B Lab by scoring 80 or above on the B Impact Assessment. Becoming a Certified B Corp is something that any mission-driven company can pursue, regardless of state legislation or where it is incorporated. For example, Ridgeline Venture Law is a Certified B Corp, along with Method, Patagonia, Kickstarter, and others. We are all designated by the Certified B Corp stamp pictured below (so if you see this on a store label, now you’ll know!).
How do I become a Benefit Corporation?
If your company is already incorporated as a C or S Corp, then you’ll need to pay the administrative filing fees associated with modifying your company’s incorporation documents. If you have yet to incorporate, then the filing costs will be the same as incorporating as a C or S Corp in your state. Some states do not recognize the Public Benefit Corporation as an incorporating structure, so if you’re in one of these states, it would be advantageous to consider incorporating in another state.
So wait, benefit corporations and Certified B Corps are different?
We encounter regular confusion around the differentiation between a benefit corporation and Certified B Corp. We’ll offer our firm as an example:
Ridgeline Venture Law is organized as a Tennessee Professional Limited Liability Company (PLLC). Tennessee has a social purpose statute (which is a less comprehensive version of Delaware’s benefit corporation statute) and has not yet passed any LLC specific benefit legislation. Nevertheless, we have adopted language in our articles of organization and operating agreement fully committing our firm to triple-bottom-line management and performance obligations. Now, irrespective of the fact that Tennessee has adopted what could be considered “benefit-corporation-lite” laws, our firm qualifies for B Corp status and is in fact a Certified B Corp.
The following infographic breaks down the Benefit Corporation process a bit further; feel free to use it with your team and distribute it as a business resource. We encourage you to read our more in-depth answers in Cultivating Capital’s article where we cover tax implications, associated fees, and other important considerations before making the switch to a benefit corporation. If you have any questions about either the benefit corporation process or B Corp certification, you can reach out at kevin@bcorplawfirm.com.
