Note: The information here is relevant only for B Corps in the UK
Click here to view a Legal Step by Step Guide to Becoming a B Corp in the UK (version 21 May 2015).
Final version of the UK legal test for B Corps can be found here.
Nature of the Legal Test
Companies and other business forms wishing to become a B Corp in the UK will need to have or adopt governing documents which include a commitment to a ‘triple bottom line’ approach to business. In practice, for a typical business, this is likely to mean having an objects clause which states that it exists to promote the success of the business for the benefit of its shareholders but also to have a material positive impact on society and the environment.
The governing documents of B Corps will also need to state that the board members of the company need to consider a range of ‘stakeholder interests’ – including shareholders, employees, suppliers, society and the environment – when making decisions and, critically, that shareholder value is not the supreme consideration but is one factor amongst the many stakeholder interests which board members need to take into account when running the business.
Who can certify?
Any UK business is likely to be eligible for B Corp certification as long as the business can demonstrate;
· It generates the majority of its revenue from trading
· It competes in a competitive marketplace
· It is NOT a charity
· It is NOT a public body or otherwise majority owned by the state
What about CLGs (Company Limited by Guarantee)?
· Yes. Provided the business generated the majority of its income by trading in a competitive market, CLGs are legible for B Corp certification
· However, if the CLG is a charity, they will not be eligible for B Corp certification.
What about CICs that are CLSs (Company Limited by Shares)?
· Yes. CICs that are CLSs are eligible for B Corp certification.
What about CICs that are CLGs (Company Limited by Guarantee)?
· Yes. CICs that are CLGs are also eligible for B Corp certification.
What about Co-Operatives, Community Benefit Societies, Partnerships and Limited Liability Partnerships?
· Yes, all of the above are eligible for B Corp certification as long as they are not charities.
What if my case is special?
· Where there are difficult or borderline cases, the Policy Council will recommend to B Lab (UK) whether the particular business in question is eligible for B Corp status. A right of appeal from decisions of the Policy Council will rest to the board of B Lab (UK).
· CLS - YES!
· CLG - YES!
· CIC - YES!
Contact us at email@example.com if you have any further questions.