Pennsylvania Benefit Corporation
These are Pennsylvania business corporations organized for profit, with a corporate purpose of creating general public benefit, in addition to any other purposes they have as a business corporation. A benefit corporation may also have as a purpose the creation of one or more specific public benefits.A benefit corporation offers entrepreneurs and investors the option to build, and invest in, businesses that operate in a socially and environmentally responsible manner. Being a benefit corporation is purely voluntary. An existing business corporation may elect to become a benefit corporation by a two-thirds vote of its shareholders.
A benefit corporation may be formed at the time of filing of articles of incorporation or by amendment of existing articles to elect benefit corporation status. To form a benefit corporation in Pennsylvania, the Articles of Incorporation, accompanied by a docketing statement, should be filed with the Bureau of Corporations and Charitable Organizations. The application must contain the following information:
- The application must be signed by all incorporators listed with their addresses. One or more persons or corporations may act as incorporators. Incorporators are not required, but may be directors, officers, shareholders, or employees of the corporation.
- The corporate name must be available for use.
- The initial registered office address requires street and number; if any. A P.O. Box alone is not acceptable. A Commercial Registered Office Provider's address is acceptable.
- Statute under which it is incorporated is the provisions of the Business Corporation Law (BCL) of 1988.
- Statement of the period during which the corporation shall continue existence, if not perpetual.
- The number of shares which the corporation has to issue, or that the corporation is organized under a non-stock basis.
- A statement that it is a benefit corporation.
Each year, the benefit corporation must prepare and distribute to its shareholders an Annual Benefit Report describing its efforts to create public benefit during the preceding year. The report must be filed with the Department of State, thus making it a matter of public record. The report must also be posted on any public website maintained by the corporation. The fee for this filing is $70. The report must:
- Describe the general public benefit and any specific public benefit pursued and created during the year and any circumstances that may have hindered the creation of these benefits;
- Assess the overall social and environmental performance of the benefit corporation against a third-party standard and state the process and rationale for selecting the third-party standard;
- Give the name and contact information of the benefit director and the benefit officer, if any;
- Provide the compensation paid to each director;
- Give the name of each person that owns 5% or more of the outstanding shares of the benefit corporation; and
- Contain the annual compliance statement of the benefit director described in Section 3322(c)
- Contain a statement of any connection between the organization that established the third-party standard and the benefit corporation, or their directors, officers or any holder of 5% or more of the governance interests/outstanding shares in either organization, including any financial or governance relationship which might materially affect the credibility of the use of the third-party standard
- If the benefit corporation has restricted the powers of the board of directors, a description of the persons who exercise those powers and of the benefit director.
Note: Provisions in the report relating to compensation paid to directors and any financial or proprietary information may be omitted from the benefit report as filed with the Department of State.
Publication of either the intent to file or the actual filing of Articles of Incorporation must be made in two newspapers of general circulation, one legal journal, if possible. Proofs of the advertising are not required to be sent to the bureau but should be filed with the minutes of the corporation. The advertisements must contain the name of the proposed corporation and a statement that the corporation is to be or has been organized under the provisions of the BCL of 1988.