Singapore

To meet the legal requirement for B Corp Certification, you need to amend your governing corporate documents (Membership Agreement, Partnership Agreement, etc.), to incorporate the following language. Companies limited by shares incorporated under the Companies Act may use the below language:

  • Private companies

  • Exempt private companies

  • Public companies that are not listed.

Purpose Clause: Subject to the provisions of the Companies Act and any other written law and this Constitution, the Company has full capacity to carry on or undertake any business or activity, and in connection therewith to do any act or enter into any transaction. The Company shall conduct its business and activities in a manner that seeks to create a positive impact on society and the environment taken as a whole commensurate with the size of the Company and the nature of its business and activities. For all of the foregoing purposes, the Company shall have full rights, powers and privileges. Directors Clause: a) In discharging the duties of their respective positions and in considering the best interests of the Company, the board of directors, committees of the board, and individual directors shall consider the effects of any action or inaction upon: i) the members of the Company; ii) the employees and work force of the Company, its subsidiaries, and its suppliers; iii) the interests of its customers as beneficiaries of the purpose of the Company to have a positive impact on society and the environment, taken as a whole; iv) community and societal factors, including those of each community in which offices or facilities of the Company, its subsidiaries, or its suppliers are located; v) the local and global environment; vi) the short-term and long-term interests of the Company, including benefits that may accrue to the Company from its long-term plans and the possibility that these interests may be best served by the continued independence of the Company; vii) the ability of the Company to create a positive impact on society and the environment, taken as a whole; and viii) such other matters as may be appropriate in the relevant circumstances. b) In discharging his or her duties, and in determining what is in the best interests of the Company, the board of directors, committees of the board, and individual directors can prioritise considerations of the Company’s ability to create a positive impact on society and the environment, taken as a whole. c) Nothing in this Article, whether express or implied, is intended to create any right or cause of action for: i) a third party; or ii) any party who does not have such right under law.


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