Here at Apical Marketing, our team works with caring small business owners who give a damn not

just about their profits, but also about other people and our planet. While not all of our clients are B corporations, incorporating your small business as a benefit corporation has -- well we think! -- a lot of benefits. This new corporation subtype allows entrepreneurs and investors to organize stock corporations that can pursue both economic and social objectives. We like this ... a lot!

What is a benefit corporation?
A benefit corporation or B corporation is a corporate form in the United States designed for for-profit entities that want to consider society and the environment in addition to profit in their decision making process. Benefit corporations differ from a traditional corporation in regards to their purpose, accountability and transparency.

What are the purpose, accountability and transparency requirements of a benefit corporation?
The purpose of a benefit corporation is to create general public benefit, which is defined as a positive material impact on society and the environment. A benefit corporation’s directors operate the business with the same authority as in a traditional corporation but can not only judge the company on its financial performance but also on the company's impact on its designated social and/or environmental objectives. As noted, the additional accountability provisions found in a benefit corporation require the director and officers to consider the impact of their decisions not only on shareholders but also on society and the environment. Further, a layer of added transparency requires that a benefit corporation produce an annual benefit report on its overall social and environmental performance using a comprehensive, credible, independent and transparent third- party standard.

Do you have to be certified and/or audited if a benefit corporation?
Benefit corporations do not need to be certified or audited by the third party standard. Instead, benefit corporations utilize third party standards similarly to how the Generally Accepted Accounting Principles (GAAP) are applied during financial reporting, i.e., solely as a rubric a company uses to measure its own performance. A benefit corporation must also make the annual benefit report available to the public by posting it on the public portion of the company’s website and, in some states, the company must also submit the report to the Secretary of State.

How do you structure a new or restructure an existing business as a benefit corporation?
In California, by way of example, to form a benefit corporation or a flexible purpose corporation, you need to draft freeform Articles of Incorporation. The filing fee is $100, the same fee as a general stock corporation. The free-form Articles of Incorporation must include the unique purposes for the specific entity type. In addition to the statutory stock purpose clause required by Corporations Code section 202(b), the Articles of Incorporation for a benefit corporation must include the following additional statement: “This corporation is a benefit corporation.” Notwithstanding California Corporations Code section 202(b), the Articles of Incorporation for a benefit corporation may identify one or more specific public benefits that shall be the purpose or purposes of the benefit corporation.

Creating healthy sustainable business growth with caring relevance
Of course, S and C corporations can also give back to people and our planet. And indeed many are doing exactly that through wonderful corporate social responsibility (CSR) and cause marketing campaigns. But, ultimately, S- and Ccorps are held accountable to their bottom line whereas B-corps are accountable to not only their profits but to other people and to our planet. And, we think that all 3 P's matter and matter a great deal particularly when it comes to healthy sustainable revenue growth. If you want to have a year that matters, we ask you to consider growing with a cause and consider incorporating as a Benefit Corporation.

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