How to Become a Benefit Corporation

New companies can incorporate as a benefit corporation in any state where legislation has been passed. Existing companies can elect to become a benefit corporation by amending their governing documents. Amendment requires a 2/3 super-majority vote of all shareholders in most states. The procedure for filing amendments with the state is identical to that followed for any other corporate structure with the addition of a statement that the the company is a benefit corporation.

The below sections should be used as resources for companies interested in becoming a benefit corporation.  All legal matters should be consulted with a legal representative before any actions are taken. These tools are provided simply to educate companies who are interested in incorporating as a benefit corporation.

The following is a general guide to becoming a Benefit Corporation prepared by Drinker Biddle & Reath, LLP. This is a great document to answer some of the most common inquires on incorporation and highlights the key questions a business should consider before becoming a benefit corporation. For a state specific how-to guide please refer to the relevant state below. 

 

How to Become a Benefit Corp

 

A Registered Agent could also be helpful as you move through the process of becoming a benefit corporation. A Registered Agent is a document filing specialist but cannot provide legal or accounting advice. A Registered Agent is required by law when you form a company (if you don’t have a physical address in that state) and generally charges an annual fee for services. A Registered Agent is the liaison between the company and the state in which the company is formed. A Registered Agent’s job is to forward any service of process, such as a lawsuit that may be served against the company, and also to pass along any Franchise Tax or annual report notices from the state. Registering Agents familiar with benefit corporations are listed below:

 

CT Corporation

 

 

Harvard Business Services, Inc

 

Arizona

The Arizona Benefit Corporation Legislation does not become effective until December 31st, 2014.

The following is a step-by-step How-to Guide prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in Arizona. All legal matters should be consulted with a legal representative before any action is taken.

How to Become an Arizona Benefit Corporation

Arkansas

The following is a step-by-step How-to Guide prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in Arkansas. All legal matters should be consulted with a legal representative before any action is taken.

How to Become an Arkansas Benefit Corporation

California

The following is a step-by-step How-to Guide prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in California. All legal matters should be consulted with a legal representative before any action is taken. A free video on benefit corporations narrated by John Montgomery of Montgomery & Hansen, LLP is available here. The video provides an overview of the legal architecture necessary to support benefit corporations, as well as information on why and how to register as a benefit corporation in California.

How to Become a California Benefit Corporation

Sample of California Amended Articles of Incorporation

Colorado

The Colorado Public Benefit Corporation Legislation does not become effective until April 1st, 2014.

The following is a step-by-step How-to Guide prepared by Seth Henry of Blue Dot Advocates. These tools are simply to educate companies who are interested in incorporating as a public benefit corporation in Colorado. All legal matters should be consulted with a legal representative before any action is taken.

How to Become a Colorado Benefit Corporation

Delaware

The following are guides and resources on incorporating as a Public Benefit Corporation in Delaware prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a public benefit corporation. All legal matters should be consulted with a legal representative before any action is taken. 

Morris Nichols attorneys Eric Klinger-Wilensky and Melissa DiVincenzo and B Lab's Head of Legal Policy, Rick Alexander, published three guides on Delaware public benefit corporations for Practical Law Corporate & Securities. These guides can be helpful as you consider whether to adopt benefit corporation status. 

How to Become a Delaware Public Benefit Corporation

How to Pick a Specific Public Benefit

Specific Public Benefit Examples

Implications of Becoming a Delaware Public Benefit Corporation: Legal FAQs

Florida

The following are forms created by the Florida Department of State. The first is for new companies incorporating as benefit corporations and the second is for exisitng companies wishing to amend their articles to register as a benefit corporation.

Form to incorporate a new benefit corporation

Form to register an existing corporation as a benefit corporation

Hawaii

The following is a step-by-step How-to Guide prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in Hawaii. All legal matters should be consulted with a legal representative before any action is taken.

How to Become a Hawaii Benefit Corporation

Illinois

The following is a step-by-step How-to Guide prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in Illinois. All legal matters should be consulted with a legal representative before any action is taken.

How to Become a Illinois Benefit Corporation

Sample of Illinois Amended Articles of Incorporation

Louisiana

The following is a step-by-step How-to Guide prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in Louisiana. All legal matters should be consulted with a legal representative before any actions are taken.

How to Become a Louisiana Benefit Corporation

Maryland

The following is a step-by-step How-to Guide prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in Maryland. All legal matters should be consulted with a legal representative before any action is taken.

How to Become a Maryland Benefit Corporation

Sample of Maryland Amended Articles of Incorporation

Sample Two of Maryland Amended Articles of Incorporation

Massachusetts

The below was developed by the Massachusetts Secretary of the Commonwealth as a guide for companies interested in registering as benefit corporations in Massachusetts.

Secretary of the Commonwealth Information Packet on Registering as a Benefit Corporation

Nebraska

A Nebraska benefit corporation is incorporated in accordance with the Business Corporation Act (Neb Rev. Stat. §§ 21-2001 to 21-20,197).  In addition to the requirements specified in the Business Corporation Act, the Articles of Incorporation must also state that it is a benefit corporation.  An existing business corporation may become a benefit corporation by amending its articles of incorporation so that they contain a statement that the corporation is a benefit corporation.  The amendment must be adopted by a least the minimum status vote (See Neb. Rev. Stat. Sec. 21-403 for a definition of minimum status vote).

The Business Corporation Act is generally applicable to all benefit corporations including the filing of a biennial occupation tax report with the Nebraska Secretary of State.  In addition, the benefit corporation is required to prepare an annual benefit report which is distributed to its shareholders and filed with the Secretary of State.

The full text of the Nebraska Benefit Corporation Act can be found online here.

Requirements for Nebraska Benefit Corporations

Nevada

The following is a step-by-step How-to Guide prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in Nevada. All legal matters should be consulted with a legal representative before any action is taken.

How to Become a Nevada Benefit Corporation

New Jersey

The following is a step-by-step How-to Guide prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in New Jersey. All legal matters should be consulted with a legal representative before any action is taken.

How to Become a New Jersey Benefit Corporation

New York

Detailed instructions on how to become a benefit corporation are available from the New York Secretary of State's website. The following is a step-by-step How-to Guide prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in New York. All legal matters should be consulted with a legal representative before any action is taken.

How to Become a New York Benefit Corporation

The example documents below for New York State were prepared and provided by Allen R. Bromberger an attorney at Perlman+Perlman In New York City. He can be reached for questions or advice at 212.889.0575 ext. 208 or Allen@perlmanandperlman.com.

Benefit Corporation Certificate of Incorporation (SOS Approved)

Benefit Corporation Certificate of Amendment (SOS Approved)

Benefit Corporation Sample Bylaws

Benefit Corporation Sample Shareholder Resolution

Oregon

The Oregon Benefit Company Legislation is available to both Limited Liability Companies and Corporations. The following link includes a step-by-step How-to Guide prepared by the Oregon Secretary of State, including required documents. All legal matters should be consulted with a legal representative before any action is taken.

How to Become an Oregon Benefit Company

Pennsylvania

The following is a step-by-step How-to Guide prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in Pennsylvania. All legal matters should be consulted with a legal representative before any action is taken.

How to Become a Pennsylvania Benefit Corporation

Sanple of PA Amended Articles of Incorporation

Sample Two  of PA Amended Articles of Incorporation

Rhode Island

The following is a step-by-step How-to Guide prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in Rhode Island. All legal matters should be consulted with a legal representative before any action is taken.

How to Become a Rhode Island Benefit Corporation

South Carolina

The following is a step-by-step How-to Guide prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in South Carolina. All legal matters should be consulted with a legal representative before any actions are taken.

How to Become a South Carolina Benefit Corporation

Utah

The following is a link to the Utah Secretary of State's webpage on benefit corporaitons. The Utah Secretary of State has created very detailed step-by-step How-to-Guide and FAQ materials. All legal matters should be consulted with a legal representative before any actions are taken.

How to Become a Utah Benefit Corporation

Vermont

The following is a step-by-step How-to Guide prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in Vermont. All legal matters should be consulted with a legal representative before any action is taken.

How to Become a Vermont Benefit Corporation

Virginia

The following is a step-by-step How-to Guide prepared by B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in Virginia. All legal matters should be consulted with a legal representative before any action is taken.

How to Become a Virginia Benefit Corporation

Sample of Virginia Amended Articles of Incorporation

Washington D.C.

The following is a step-by-step How-to Guide prepared by the DCRA and B Lab. These tools are simply to educate companies who are interested in incorporating as a benefit corporation in Washington DC. All legal matters should be consulted with a legal representative before any action is taken.

How to Become a Washington D.C. Benefit Corporation