United Kingdom

A Limited Liability Partnership in the United Kingdom is able to meet the legal requirement for B Corp Certification by adding the following language into its Partnership Agreement:

1. The purposes of the LLP are: a. to promote the success of the LLP for the benefit of the Members; and b. through the carrying out of the Business and the operations of the LLP, to have a material positive impact on (i) society and (ii) the environment, taken as a whole.

2. Each of the Members and each member of the Management Board must act in the way they consider, in good faith, most likely to achieve the purposes of the LLP set out above, and in doing so shall have regard (amongst other matters) to: a. the likely consequences of any decision in the long term and the impact any such decision may have on any affected stakeholders; b. the interests of the LLP's employees; c. the need to foster the LLP's business relationships with suppliers, customers and others; <br> d. the impact of the LLP’s operations on the community and the environment and on affected stakeholders; e. the desirability of the LLP maintaining a reputation for high standards of business conduct and the impact this has on affected stakeholders; and the need to act fairly as between Members of the LLP, (the matters referred to above shall be defined for the purposes of this clause as "Stakeholder Interests" and each a “Stakeholder Interest”).

3. Each of the Members and each member of the Management Board shall be under a duty to act in the way they consider, in good faith, most likely to achieve the purposes of the LLP, and a Member shall not be required to regard the benefit of any particular Stakeholder Interest or group of Stakeholder Interests as more important than any other.

4. Nothing in this clause, 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 LLP).

5. The Management Board shall for each financial year of the LLP explain in the form of an impact report accompanying the annual accounts of the LLP how the Management Board has sought to promote the success of the LLP in accordance with this clause. The impact report shall contain a balanced and comprehensive analysis of the impact the LLP’s business has had, in a manner proportionate to the size and complexity of the business. The impact report shall contain such detail as is necessary to enable the Members to have an understanding of the way in which the LLP has promoted its achievement of its purposes.

Companies and other business forms wishing to become a B Corp in the UK will need to have or adopt governing documents which include a commitment to a ‘triple bottom line’ approach to business. In practice, for a typical business, this is likely to mean having a purposes clause which states that it exists to promote the success of the business for the benefit of its shareholders but also to have a material positive impact on society and the environment.

The governing documents of B Corps will also need to state that the board members of the company need to consider a range of ‘stakeholder interests’ – including shareholders, employees, suppliers, society and the environment – when making decisions and, critically, that shareholder value is not the supreme consideration but is one factor amongst the many stakeholder interests which board members need to take into account when running the business.

For companies looking to certify as a B Corp in the UK, please visit this page on B Lab UK's website for additional information.

If you have any questions about how the legal requirement for B Corp Certification applies to companies in the UK, please contact us at certification@bcorporation.uk