What is a Benefit Company?

Benefit Companies under the British Columbia Business Corporations Act (BCBCA) are for-profit corporations that operate in a responsible and sustainable way, using their profits as a means to benefit their employees, communities and the environment. A Benefit Company balances the goals of profit generation and social impact. Benefit Companies have these two goals embedded into the key documents that form the corporation – the corporation’s “DNA” – and these goals guide the operation of the corporation.

Benefit Companies must commit to one or more “public benefits”, choosing from the following: artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological.

To achieve B Corp certification in Canada, corporations must amend their articles of incorporation to demonstrate their new social commitments. Articles must include language outlined on Page 2 of this document. Companies have until one year after B Corp certification to complete this process.

To form a new Benefit Company

Must be incorporated under the BCBCA
Notice of articles must include a “benefit statement”
Business’ articles must include a “benefit provision”
Notice of articles and articles themselves must be filed online through the BC Registry

To become a Benefit Company, an existing BCBCA Corporation must:

Alter its articles to include a “benefit provision”
Alter its notice of articles to include a “benefit statement” (these alterations require approval of the corporations shareholders through a special resolution)
Corporation files its notice of articles online through the BC Registry (costing approximately $100 + any lawyer fees)

The directors of a Benefit Company must balance their duty to act in the best interests of the corporation with their new duties specific to Benefit Companies to conduct business in a responsible and sustainable manner and promote the business’s specified public benefits.

The benefit statement is required in the notice of articles, stating: “this corporation is a benefit corporation and, as such, is committed to conducting its business in a responsible and sustainable manner and promoting one or more public benefits”.

The benefit provision is similar to a corporate mission statement, stating the public benefits it has committed to. Articles must include language outlined on Page 2 of this document.

The benefit report is an annual report providing an assessment of the corporation's performance on its chosen benefit(s) against a third party standard. Reports do not need to be filed with the registry, but must be available to the public at no charge (in both the registered office and on its website if applicable).

The benefit provision must state: (i) the Benefit Company’s public benefits; and (ii) the commitments to promote those public benefits and to conduct business in a responsible and sustainable manner. For an existing BCBCA corporation, its shareholders must authorize the alteration to the corporation’s articles via special resolution to be considered at a meeting called for that purpose (i.e., approval by two thirds of shareholders voting at the meeting).

In summary, a Benefit Company must:

Have a “benefit statement” in its notice of articles
State its public benefits and its commitments to promote those public benefits and to conduct business in a responsible and sustainable manner in its articles. This is called a “benefit provision”
Publish an annual benefit report and post it on its website (if it has one)