B Lab has received advice that in order for Certified B Corporations to change their legal constitution to adopt the B Corp Legal Framework, a new law is needed to clarify the duties of, and provide greater comfort to, directors. Companies are not required to change their company’s constitution or other documents as a condition of B Corp Certification. However, once a new law has been passed, Certified B Corporations will be required to adopt the requirement to maintain their B Corp Certification.

Upon Certification, B Corporations are required to sign a B Corp Agreement, as per the following:

  1. to the extent permissible under the law, to consider the impact of its decisions not only on shareholders, but also on its employees, customers, suppliers, the community, and the environment;

  2. to use reasonable endeavors to support B Lab’s efforts to determine an effective legal mechanism to promote directors' consideration of the matters in item 1;

  3. in the event that such a legal mechanism is established, take such steps as are necessary to avail itself of such mechanism; and

  4. in the event of a change of control of it, including a public offering, it will recertify within 90 days of the effective date of the change of control.

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