Consider establishing a Benefit Corporation
Benefit Corporations:
- Have the same general advantages applicable to corporations;
- Highlight and brand an organization as having a social or charitable purpose other than the maximization of profits;
- May provide access to third parties, consumers, strategic partners, investors and others whose interests are aligned with the organization’s social or charitable purposes;
- Third-party certifications may provide some certainty to potential investors and strategic partners that the corporation is pursuing a social purpose;
BUT:
- The same general disadvantages applicable to corporations also apply to benefit corporations;
- This is a relatively new variation of corporation and impact on capital raising is not clear yet;
- There is an extensive variation among state law with differences outweighing similarities resulting in a lack of standard model across states;
- The lack of integration in many states between benefit corporation statutes and general corporation statutes results in ambiguity or potential conflicts;
- Unrelated third parties may be able to bring claims in some states to enforce benefit corporation’s mission;
- There is ambiguity in state statutes regarding duties of “benefit” director and discretion of board of directors and management to weigh different goals;
- There might be confusion with certain third-party certification standards – such as the “B Corporation” from B Lab;
- Third parties cannot easily identify benefit corporations as there is no requirement to explicitly designate “benefit corporation” in the corporate name;
- Third-party certification requirements provide significant power and authority to third-party providers of such certifications;
- Extensive certification process and reporting requirements may be expensive and time consuming;
- It may be difficult for a corporation with numerous shareholders to transition to/from status as a benefit corporation.
Case Study: Patagonia, Inc.
Photo credit: Patagonia
Patagonia, Inc., a California benefit corporation, is a leading designer of core outdoor apparel for climbing, snow sports, surfing and fly fishing. The company is noted for its commitment to authentic product quality, environmental responsibility and support for grassroots conservation. In addition, Patagonia is a founding member of 1% for the Planet and, through its Common Threads Partnership, takes back any Patagonia product ever made for recycling or down cycling. The company’s commitment to transparency is exemplified by its interactive website, The Footprint Chronicles, which outlines the environmental and social footprint of Patagonia products.
For more information, please visit http://www.patagonia.com.
Next steps
Now that you have an overview of what structures may be most suitable for your social venture, you should seek legal advice to ensure the structure meets all your organization’s needs.
TrustLaw, the Thomson Reuters Foundation global pro bono legal program, connects social enterprises with leading law firms to provide free legal assistance on issues such as a structuring. In the US alone, TrustLaw supports over 175 social enterprises with free legal assistance.
Apply to join TrustLaw to request free legal advice for your social venture.