What compliance matters does Delaware require for a Delaware public benefit corporation?

In addition to the annual compliance matters required for all Delaware corporations, every two years, a Delaware public benefit corporation must provide a statement to its stockholders.

The statement covers the corporation's promotion of both its specified public benefit(s) and the best interests of those materially affected by the corporation's conduct. The statement must include:

  • the objectives to promote the corporation's public benefit(s) and interests;
  • the standards to measure the corporation's progress in promoting its public benefit(s) and interests;
  • objective factual information regarding the corporation's success in meeting its objectives; and
  • an assessment of the corporation's success in meeting its objectives.

A public benefit corporation's certificate of incorporation or bylaws may include additional reporting requirements. Delaware law permits additional reporting requirements to be specified in a Delaware PBC's certificate of incorporation or bylaws. The default forms for Delaware PBCs on Clerky do not contain any additional reporting requirements.

The B Impact Assessment

The B Impact Assessment is an online tool provided by B Lab that helps companies measure, compare, and improve the social and environmental impact of its business. Delaware public benefit corporations may use the B Impact Assessment to help provide the required statement to its stockholders.

For more information on annual compliance matters required for all Delaware corporations, see What annual compliance matters does Delaware require for a Delaware corporation?

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