How to Become a B Corp (Benefit Corporation)

More than 30 states in the U.S. now recognize B Corp, also known as public benefit corporations. As of September 2017, Texas public benefit corporation laws went into effect. Businesses can incorporate in the state of Texas as a public benefit corporation.

Each state that recognizes benefit corporations has its own process and guidelines for a for-profit corporation to convert to a benefit corporation. The following are the specific guidelines in Texas, according to the Texas Secretary of State. If you plan to become a B Corp in a different state, it is recommended that you look at the state’s Secretary of State webpage. We recommend that you consult with your lawyer.  

Person Holding Compass

How to Become a B Corp in Texas?

  • How do I form a Public Benefit Corporation?

The Secretary of State does not have a form for creating a public benefit corporation. You may draft your own certificate of formation in accordance with Chapters 3 and 21 of the Texas Business Organization Code.

The formation document should include (1) one or more specific public benefits to be promoted by the corporation and (2) a statement that the filing entity is a for-profit corporation electing to be a public benefit corporation. See HB 3488 (PDF).

Please note that instead of the organizational identifiers required for a for-profit corporation, a public benefit corporation name may contain the words “public benefit corporation,” the abbreviation “P.B.C.” or the designation “PBC.” If the entity chooses to not include one of these identifiers, there may be other internal notice requirements.

 

  • What are the requirements for the management of a Public Benefit Corporation?

A public benefit corporation is required to be managed in a way that balances (1) the shareholders’ pecuniary interest, (2) the best interest of those persons materially affected by the corporation’s conduct, and (3) the public benefit or benefits specified in the corporation’s certificate of formation. The board of directors must manage or direct the business and affairs of the corporation in a manner that balances the same interests listed above. 

 

  • I am currently a for-profit corporation, can I convert to a public benefit corporation?

A public benefit corporation is a for-profit corporation that has elected to be a public benefit corporation; therefore, a conversion is not necessary. You may file a certificate of amendment to amend your certificate of formation to include the necessary language.

Granted, you can search for these guidelines in your respective state. After you have followed these guidelines from the state, you can also choose to obtain a certification from a private, non-profit organization that will give you a “B Corp Badge” to use on your website and material to show the world the commitment your company has made. Go to the following link to find out more: https://bcorporation.net/