Going into effect January 1, 2015, the Arizona benefit corporation statute will enable entrepreneurs to form a corporation unlike anything Arizona has seen before. Benefit corporations enable social entrepreneurs to create a corporate structure requiring the corporation to create a general public benefit. As with anything new, its details are untested and some confusion surrounds it. Below we dig into the statute and detail what you will and will not be able to do in 2015.
Increasingly, social entrepreneurs struggle to choose a legal form for their ventures. The traditional legal forms are not suited to blended social and profit-making purposes. Mangers of a for-profit socially responsible business can find themselves liable to shareholders for failure to maximize profit at all coasts. Conversely, managers of tax-exempt nonprofits conducting social entrepreneurial activities can find themselves liable to the IRS when they try to reward investors and incentivize results.
Critically, a Certified B Corporation (hereinafter referred to as B Corps or a B Corporation) is a label given by B Lab to businesses that pass a socially responsible certification process. B Corps is not a legal form and has no legal significance. A benefit corporation, on the other hand, is a new legal form, that became law in Maryland on October 1, 2010. Legislation similar to that in Maryland will become law in Vermont in July and was recently passed by the New Jersey legislature.
Carter Law Group is pleased to announce that B Labs has certified us as a B Corporation, Arizona’s first!
The benefit corporation concept has some similarities to the L3C model but is geared toward corporations rather than LLCs. Like the L3C, benefit corporations pursue a mission that goes beyond making a profit for owners and investors. Importantly, it also provides legal protection for board members that consider social and environmental issues when making decisions on behalf of the corporation.