Florida - Benefit Corporation Guide _Part2
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Florida Guide to Benefit Corporations
Wanting to know more about Florida Benefit Corporations…
…because you want to become a B Corporation certified by B Lab?
…because you want to lock in your profitable purpose as you grow?
…because you want to brand and capture public goodwill as a benefit company?
…because you want to attract top-notch talent as you scale?
…because you want to grow a relevant, scalable, and sustainable enterprise?
Then this Guide to Florida Benefit Corporations is for you!
Fundamentals of Florida Benefit Corporations
B Corps aren’t Benefit Corporations (necessarily) – Certified B Corps are companies that have been endorsed by the U.S. nonprofit B Lab to be good corporate citizens with triple bottom line business models. They get to brand themselves with the B Corp certification logo, similar to the way buildings can certify as LEED and chocolatiers as Fair Trade. As part of the B Corp certification process, B Lab requires companies that are legally structured as corporations to convert to Public Benefit Corporations. However, LLC’s and even sole proprietors can become Certified B Corps. If you are a sole proprietor or LLC, you don’t necessarily have to convert to a Benefit Corporation to become a B Corp. Also, you can realize the many advantages of a Florida Benefit Corporation legal structure even if you never intend to certify with B Lab as a B Corp business. Read more about how B Corps and Benefit Corporations are related here.
Oranges and Oranges to the IRS – Your Florida Benefit Corporation is treated like a typical corporation for tax purposes. There are no magic tax breaks here, but your accountant can guide you on what impact expenses may be deductible to a Benefit Corporation that otherwise aren’t connected to the purpose of a standard corporation.
Palm Trees don’t Shiver – Florida Benefit Corporations are governed by Florida law – not Delaware, not Federal, not Tribal – this is a Sunshine thing, baby! When registering and operating as a Florida Benefit Corporation, you need to make sure you are following the Florida statute and ongoing legal standards when it comes to transparency, shareholder rights, and other key operational aspects. If you are not following the rules, e.g. how and when to publish your required impact reports, then you can lose the protections of the Benefit Corporation framework, and potentially be subject to shareholder disputes. Fortunately, the Christopher & Panasci ESG team at Rockridge can help you understand best operational practices and what the Florida Benefit Corporation means for your investors, executives, and customers.
You Look Great in that Bikini – Florida Benefit Corporations must be transparent in highlighting what they are doing to further their general and specific public benefits. You gotta walk the walk to maintain legal protection for your impact purpose and prioritized stakeholders.
You Look Great in those Shorts – Florida Benefit Corporations must clearly state the stakeholders they are benefitting beyond their general corporate purpose to make profit. The public has to know what you’re all about and what you’re working with.
Florida Benefit Corporation Statutory Sections that Matter
Florida Business Corporation Act Part 111 – §607.601 – §607.613
A few of the statutory sections of the Florida Benefit Corporation that you’ll want to pay particular attention to include:
Notice. A Florida Benefit Corporation must state in its articles of incorporation its status as a benefit corporation and identify a general public benefit, identified as a material positive impact on society and the environment, taken as a whole and assessed against a third-party standard (such as the B Lab Impact Assessment).
Conversion. A Florida corporation cannot convert to a Benefit Corporation without two-thirds approval of its shareholders. All shareholders may vote irrespective of voting or class limitations in the corporation’s charter or bylaws. Termination of Benefit Corporation status by vote or acquisition requires two-thirds shareholder approval. If terminated, shareholders are entitled to appraisal rights.
Operations. Directors and certain officers of a Florida Benefit Corporation must consider not only shareholders, but also employees, suppliers, community, environment, and long-term interests of the corporation in performing their duties.
Transparency. A Florida Benefit Corporation must prepare an annual benefit report to be distributed to shareholders and posted on its website. Failure to deliver an annual report can result in judicial order and discretionary award of attorneys’ fees.
Compliance. A Florida Benefit Corporation will not be financially liable for violating any of the statutory requirements and may only be charged with violating the requirements through specific beneficiary enforcement proceedings.
An Entrepreneur’s Guide to Going “B” by Center for Business and Environment at Yale
An Investor’s Guide to B Corps by Center for Business and Environment at Yale
Better Business by Chris Marquis
Benefit Corporation Law and Governance by Fredrick Alexander
Florida for Good is the leading center for B Corp and Benefit Corporation resources in Florida
How are B Corps and Public Benefit Corporations Related by Rockridge Venture Law
Rockridge® Guide to Southeastern Benefit Corporation Statutes by Rockridge Venture Law
The Delaware Public Benefit LLC: Use it to Become a “Benefit Company” in Your State by Rockridge Venture Law
The Legal Requirement for Certified B Corporations by B Lab
About Kevin Christopher
Kevin is the founder and principal of Rockridge®, a 4x B Corp Best For The World and Real Leaders Top 150 global impact company. He is annually recognized as a SuperLawyer, and has received numerous professional awards ranging from Conscious Company Magazine’s Top Business Leader to the Federal Lab Consortium’s technology license Deal of the Year. He has been profiled in B the Change, Forbes, the Los Angeles Times, Sustainable Brands, and many other media outlets highlighting sustainability and technology leaders. He is widely recognized for his thought leadership and initiatives at the nexus of impact and innovation.
Impact + Innovation Credentials
An entrepreneur-attorney, Kevin’s recently founded Quantiscope, a BARDA DRIVe accelerator launched AI company advancing ML enterprise models for drug discovery, as well as climate tech Calliope Bio, a computational synthetic biology company launched from the Nucleate Activator and advanced through the Berkeley Skydeck accelerator. Kevin’s entrepreneurship career began with Resolute Therapeutics, a CARB-X awardee developing a novel class of broad spectrum antibiotics.
As an ESG leader, Kevin is a 2050 Fellow at the Yale Center for Business and Environment (CBEY), and select member of the World Economic Forum’s Crypto Sustainability Coalition. Kevin founded Tennessee’s local B Corp network B Tennessee and served as sponsoring counsel to B Academics.
With a background in public-private partnerships, Kevin is a National Institutes of Health (NIH) RadX faculty member, and National Science Foundation (NSF) program evaluator for the Center for Bioplastics and Biocomposites (CB2) as well as the Carnegie Mellon Center for Quantum Computing and Information Technologies (Q-CIT).
. Kevin’s practice areas include:
- patent and trademark prosecution, licensing and litigation;
- corporate law, with an emphasis on benefit corporations, socially responsible businesses and high-growth emergent companies;
- government contracts, with an emphasis on innovation funding;
- corporate and investor financing; and,
- technology commercialization.
To meet with Kevin Christopher, schedule an appointment through Calendly or email him directly at firstname.lastname@example.org.