B Lab is a nonprofit organization dedicated to using the power of business to solve social and environmental problems.
©Copyright 2012 B Lab. All rights reservedThe Legal Requirement
The purpose of the B Corp legal requirement is to expand the responsibilities of the corporation to include consideration of the interests of employees, consumers, the community, and the environment.
The value of meeting the legal requirement is that it bakes your values into the DNA of the company as it grows, brings in outside capital, or plans succession, ensuring that your mission can better survive new management, new investors or even new ownership.
Impatient? Click here to obtain the legal framework for your state and corporate structure
Summary
Objective: Expand the responsibilities of the corporation to include consideration of the interests of employees, consumers, the community, and the environment.
• Give legal permission and protection to officers and directors to consider all stakeholders, not just shareholders
• Create additional rights for shareholders to hold directors and officers accountable to these interests
•Limit these expanded rights to shareholders exclusively -- non-shareholders are explicitly not empowered with a new right of action
Step-by-Step Guide
Meeting the legal requirement will require an amendment to your governing documents (e.g., Articles of Incorporation, Membership Agreement, Partnership Agreement).
Depending on your state and structure, this will involve either incorporating the B Corp legal framework language into your governing documents or adopting benefit corporation status. In either event, the process will include:
1. Obtain board / governing body approval of your planned amendment
2. Obtain shareholder / member / partner approval, requiring a majority / super-majority vote, depending on your state of incorporation/operating agreement
3. File your amended articles with the Secretary of State (if a C or S Corporations) or Amend your operating agreement (if an LLC).