This document discusses benefit corporations, which are legal business structures that allow companies to pursue social and environmental goals in addition to profits. It provides information on what benefit corporations are, why they matter, how they are formed, how they are treated, and compares them to traditional corporations and certified B Corporations. The document promotes benefit corporations and B Corps as a way to redefine success in business and accelerate the evolution of capitalism.

1. Benefit Corporations
What they are
Why they matter
How they are formed
How are they treated

2. Benefit Corporations
A legal alternative for socially conscious companies to legally declare and
implement those ideals that represent a material positive impact on society and
the environment.
Maximize Shared
Values
20th Century
Maximize Shareholder
Value
21st Century

3. Benefit Corporations
Also known as:
Benefit Corporations – general public benefit
Flexible Purpose Corporations – a single purpose
Maryland Benefit LLC – essentially the same as their benefit
corporation legislation (but allows for existing Maryland LLC’s to convert
without having to convert over to a corporation first)
L2C’s – low profit LLC’s with a charitable or educational purpose (some
interesting things going on with these entities with the IRS looking to treat these entities as
eligible to receive Foundation grants)

4. Benefit Corporations
Some of the key differences between a benefit corporation versus a
traditional corporation:
Traditional corporations:
•State Supreme Courts have long ruled that “a business corporation
is organized and carried on primarily for the profit of the
stockholders”.
•Board of director fiduciary duties to its shareholders lie in a duty of
loyalty and duty of care.
•Directors are held liable for corporate day-to-day decisions. A
“business judgment rule” is applied to ensure that actions take into
consideration shareholder value.

5. Benefit Corporations
Some of the key differences between a benefit corporation versus a
traditional corporation:
Benefit corporations:
•Board of directors are required to consider the effects of decisions
on all stakeholders.
•Responsible to measure its effectiveness (against a third party
standard*) of making a positive impact on society by publishing a
public report
*11 different standard setters, however gov’t does not influence standards; not
required to adopt a single standard, standards not required to be audited

6. 1,100+ B Corporations in 120 Industries in 40 Countries

7. Benefit Corporations
Currently there are 27 states with benefit corporation legislation on the
books

8. Benefit Corporations
Benefit corporations are formed just like traditional corporations
according to the state specific legislative requirements. For
Pennsylvania, those requirement include the following:
File Articles of Incorporation prescribed by state law.
•Purpose
•Declare commitment to creating general public benefit
•Supermajority vote of shareholders (67%+)
•Assess itself against a third party standard
•Accountability – requires directors to consider society and environment in addition to
profit. Provides shareholders with a right of action to function with new purpose.
•Transparency – produce an annual Benefit Report (similar in form to the filing of
articles of incorporation) assessed against a third party standard

9. Benefit Corporations
Benefit corporations treated just like traditional corporations (C-Corp or
S-Corp).
There is no distinction in the eyes of the IRS or state departments of
revenue.

10. Certified B Corporations
Certified B Corporations – certified by non-profit B Lab
Simlar to LEED certification for green buidling
Fair Trade certification for coffee and chocolate
USDA Organic for milk products

11. Certified B Corporations v. Benefit Corporations
Comparisons

12. I am inspired by Greyston Bakery
Yonkers, New York
Hires & trains previously incarcerated individuals

13. Why B Corps Matter
B Corps
•Accelerate the evolution of capitalism
•Redefine success in business
•Concrete and measurable
•Build collective voice
•Better businesses
•Help us live to a higher purpose
•Stand for something, not against anything

14. Redefine success in business

15. Redefine success in
business
Bart Houlahan
https://www.youtube.com/watch?v=Hayf9Ob9fiQ

24. bimpactassessment.net / quick

25. Thank you!
scott@kregel-cpa.com
@scottkregelcpa
(c) 215-783-9590