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Benefit Corporation (B Corp) Formation

Grow your business while making a positive impact.

Forming a Benefit Corporation provides the same personal asset protection and formalization of your business structure as a regular corporation, with the added market differentiation as a mission-driven business.

$99+ state fees

What are the potential benefits of forming a benefit corporation?

Personal asset protection

Forming a benefit corporation shield the owners of the business from becoming financially responsible for the debts and obligations of the business.

Differentiate your brand

Strive to have higher accountability as a business and seek to build growth from the underlying purpose of solving social and environmental problems.

Share your mission with the community

Gain additional support from investors and potential customers who may favor the public benefit approach of your business.

We make it easy

Our team of experienced business filing experts will quickly and accurately handle all of the required documents needed to start your benefit corporation.

What is a benefit corporation?

A Benefit Corporation (also referred to as a B Corporation) is a type of for-profit corporation that aims to create shareholder value like any other for-profit companies. The benefit corporation was created to provide an option for entrepreneurs who want to voluntarily adopt higher standards of corporate purpose, transparency, and accountability. The entity provides a way to legally cement a social or environmental mission into a company's corporate and legal structure.

The laws that apply to a standard corporation law apply to benefit corporations as well, except where those provisions conflict with or are inconsistent with the benefit corporation provisions. So just like a traditional for-profit corporation, a benefit corporation is an independent legal and tax entity separate from the people who own, control and manage it.

Because of this separate status, the owners of a benefit corporation don't use their personal tax returns to pay tax on corporate profits - the corporation itself pays these taxes. Owners pay personal income tax only on money they draw from the corporation in the form of salaries, bonuses, or distributions.

What are the benefits of filing as a benefit corporation?

Forming a B Corporation provides the same benefits as other corporate entities, including limited liabilty protection for its owners, a formal corporate structure, and the ability to sell shares of stock. Forming a Benefit Corporation also differentiates your brand and demonstrates that your business is mission driven, which can help to generate outside interest from customers or potential investors.

What is the difference between a B-Corporation and a Non-Profit Corporation?

Unlike non-profits, benefit corporations are for-profit entities and therefore do not offer the same tax advantages as a nonprofit. Both nonprofit corporations and benefit corporations aim to make a positive impact on society and the environment, but benefit corporations conduct business activities that presume a return on investments, while non-profits seek charitable donations to fund their business practices. Nonprofits cannot become benefit corporations themselves, but a nonprofit may create a benefit corporation as a vehicle for conducting and scaling the earned-income activities of the nonprofit.

What is the difference between B-Corporation and a B Corp?

While the terms are often used interchangeably, a benefit corporation (B-Corporation) and a "B Corp" are two distinct things. The B-Corporation is an actual legal entity recognized by the Secretary of State and formed upon the filing of required paperwork, like the Articles of Incorporation.

Conversely, the B Corp is a certification, conferred upon a company that meets certain social and environmental sustainability standards. Therefore, it is possible to be a B Corp but not a legally recognized B-Corporation, thus allowing other business forms like LLCs or professional corporations to voluntarily commit themselves to the purpose, transparency and accountability requirements, inherent in B-Corporations.

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Frequently asked questions

B-Corporations are not available in every state, yet. The following states currently allow the formation of a Benefit Corporation:

  • West Virginia
  • Washington
  • Virginia
  • Vermont
  • Utah
  • Tennessee
  • South Carolina
  • Rhode Island
  • Pennsylvania
  • Oregon
  • New York
  • New Jersey
  • New Hampshire
  • Nevada
  • Nebraska
  • Minnesota
  • Massachusetts
  • Maryland
  • Louisiana
  • Illinois
  • Idaho
  • Hawaii
  • Florida
  • Delaware
  • Connecticut
  • Colorado
  • California
  • Arkansas
  • Arizona

Three well-known benefit corporations include Patagonia, King Arthur Flour and Kickstarter. These corporations have elected benefit corporation status in which the corporation opts out of shareholder primacy and opts into stakeholder governance. They are legally recognized corporate entities and have received Certified B Corp designation from the nonprofit group B Lab which measures a company's performance against social and environmental standards.

Yes. They may need to change entity formations, such as an LLC shifting to become a benefit corporation. The existing company must also be prepared to adopt higher standards of purpose, accountability and transparency.

Benefit corporations are legally recognized corporate entities. While like traditional for-profit corporation, benefit corporations differ because of added duties including adopting higher standards of purpose, accountability and transparency. To meet those higher standards, benefit corporations must commit to a public benefit purpose in their articles of incorporation. A public benefit makes a material positive impact on society. There are even some states which either allow or require that benefit corporations identify an additional specific public benefit purpose.

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