The B Corp Legal Requirement for Hong Kong (“HK Legal Requirement”) is applicable to all Certified B Corps that are in the legal form of a company or partnership. The following is the suggested language as approved by B Lab to be integrated in the constitutional or governing documents of a company (i.e. articles of association).
For more details on the background of the suggested language, and the suggested language for partnerships and limited partnerships, please see the Explanatory Note - B Corp Legal Requirement for Hong Kong. Please also refer to the B Lab (Hong Kong & Macau)’s website here: blabhkm.com/how to become B Corp/Legal Requirement for more resources in relation to the B Corp Legal Requirement for Hong Kong. Please feel free to contact us at firstname.lastname@example.org.
The suggested language for companies as set out below consists of two parts: objects clause (suggested clause 1), and clauses on directors’ duty to consider stakeholders’ interest (suggested clauses 2-4):
(1) It shall be an object of the Company, through its business and operations, to create a material positive impact on society and the environment, taken as a whole.
(2) A Director must act in the way he or she considers, in good faith, most likely to achieve the objects of the Company including as set out in Article [X] 1, and in doing so shall have regard (amongst other matters) to the following:
(a) the likely consequences of any decision of the Directors in the long term;
(b) the interests of the Company’s employees;
(c) the need to foster the Company’s business relationships with suppliers, customers and others
(d) the impact of the Company’s operations on the community and the environment;
(e) the desirability of the Company maintaining a reputation for high standards of business conduct; and
(f) the need to act fairly as between members of the Company.
(3) For the purposes of a Director’s duty to act in the way he or she considers, in good faith, most likely to achieve the objects of the Company including as set out in Article [X], a Director shall not be required to regard the benefit of any particular group affected by such action as set out in Article [Y], including the members, as more important than any other.
(4) Nothing in this Article, express or implied, is intended to or shall create or grant any right or any cause of action to, by or for any person (other than the Company).
[X] stands for the Article number used for point 1 in the company's AoA.
[Y] stands for the Article number used for point 2 in the company's AoA.
Sign up to our Insights newsletter, a monthly digest of the latest news on economic systems change from B Lab Global.