Hong Kong

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 Partnership. The following is the suggested language as approved by B Lab to be integrated in the partnership agreement or deed of partnership. If a partnership does not have a written partnership agreement or deed of partnership, a partnership wishing to become a B Corp will be required to adopt one and include in the written document the HK Legal Requirement.

For more details on the background of the suggested language, 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 info@blabhkm.com.

The suggested language for companies as set out below consists of two parts: objects clause (suggested clause 1), and clauses on Partners’ duty to consider stakeholders’ interest (suggested clauses 2-4):

(1) It shall be an object of the Partnership, through its business and operations, to create a material positive impact on society and the environment, taken as a whole.

(2) Each of the Partners must act in the way he or she considers, in good faith, most likely to achieve the objects of the Partnership including as set out in Article [X], and in doing so shall have regard (amongst other matters) to the following:

(a) the likely consequences of any decision of the Partners in the long term;

(b) the interests of the Partnership’s employees;

(c) the need to foster the Partnership’s business relationships with suppliers, customers and others;

(d) the impact of the Partnership’s operations on the community and the environment;

(e) the desirability of the Partnership maintaining a reputation for high standards of business conduct; and

(f) the need to act fairly as between Partners of the Partnership.

(3) Each of the Partners shall be under a duty to act in the way he or she considers, in good faith, most likely to achieve the objects of the Partnership including as set out in Article [X], and a Partner shall not be required to regard the benefit of any particular group affected by such action as set out in Article [Y] 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 a Partner). The application of the Contracts (Rights of Third Parties) Ordinance (Cap.623) (“TP Ordinance”) is hereby expressly excluded, and no person or entity which is not a party to this [Partnership Agreement / Deed of Partnership] shall have any rights under this [Agreement / Deed] or the subject matter thereof pursuant to the TP Ordinance.