In the past, I’ve explained the difference between being B-Corp certified and forming a business entity like a benefit corporation or, in Washington State, a Social Purpose Corporation (“SPC”). An SPC is a specific type of Washington corporation that permits management (officers and directors) to consider social purposes in addition to their financial bottom line. A B-Corp certification is a rigorous third-party certification offered by B-Lab and earned by those entities (whether corporations, LLCs, or nonprofit corporations) that live up to triple-bottom line metrics under the B-Lab Impact Assessment. But what about the similarities? And perhaps more importantly, how does an SPC become B-Corp certified?
For a period of time, the path for SPCs to become B-Corp certification was unclear. But after working directly with B-Labs, I am happy to announce that we came up with a path for an SPC to meet the legal requirements for B-Corp certification. Jay Cohen and the staff over at B-Lab were excellent partners. Together, we came up with draft articles of incorporation and instructions for an existing SPC to become B-Corp certified, for a new SPC to form with certification in mind, AND for an existing corporation to become an SPC and then get certified. The folks at B-Lab asked poignant questions about the SPC and were clear and deliberate about their goals for certification. As a result, the form articles of incorporation and other SPC documents shared on their website are well-wrought (scroll down for WA documents).*
B-Corp certification matters. For many social entrepreneurs, the certification is the banner for corporate responsibility. For SPCs, the mark is especially important because the third-party certification adds the “teeth” that many consider otherwise lacking of the SPC structure. The SPC legislation permits management to consider social purposes, but it does not require such considerations. Being B-Corp certified is a mark of distinction reserved for those SPC’s that meet B-Lab’s standards, including the requirement that management must consider specific social purposes in their decision making.
While B-Corp certification may not be right for every single SPC, I suspect that the certification is a good idea for many SPCs. And now that there is a clear path for those seeking to meet the legal requirements for B-Corp certification, I hope that many more SPCs will use the B-Corp certification to live change that they want to see in our world.
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*NOTE: those documents are EXAMPLES ONLY, they are meant to be a starting place. Example documents DO NOT constitute legal advice, and everyone should first consult with their own legal counsel first before using them.
The article provided above is for general information purposes only and should not be relied on as specific legal advice. This article does not form an attorney-client relationship. If you have any questions about this article, please feel free to contact Peter J. Smith at peter@apexlg.com