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B Corp Articles Of Incorporation for the United States

B Corp Articles Of Incorporation Template for United States

The B Corp Articles of Incorporation is a foundational legal document filed with the U.S. state authority to establish a benefit corporation. It combines traditional corporate structure with explicit commitment to public benefit and stakeholder interests. The document must comply with both standard corporation laws and specific benefit corporation legislation in the filing state, while meeting B Lab certification requirements for social and environmental performance, accountability, and transparency.

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B Corp Articles Of Incorporation

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What is a B Corp Articles Of Incorporation?

B Corp Articles of Incorporation serve as the charter document for organizations seeking to formally establish themselves as benefit corporations in the United States. This document is essential when founders want to create a for-profit entity that legally protects their mission to create positive social and environmental impact alongside financial returns. The Articles must comply with state-specific benefit corporation legislation and include specific provisions about public benefit purposes, stakeholder considerations, and transparency requirements. Used during initial company formation, this document forms the legal foundation for B Corp certification and ongoing compliance with benefit corporation standards.

What sections should be included in a B Corp Articles Of Incorporation?

1. Article I - Name: Official corporate name and B Corp designation

2. Article II - Purpose: General purpose and specific public benefit purpose

3. Article III - Registered Office and Agent: Official address and registered agent information

4. Article IV - Stock Structure: Authorized shares and classes of stock

5. Article V - Directors: Board structure and governance provisions

6. Article VI - Benefit Director: Designation and duties of benefit director

7. Article VII - Stakeholder Interests: Consideration of stakeholder interests in decision-making

What sections are optional to include in a B Corp Articles Of Incorporation?

1. Article on Preemptive Rights: Rights of existing shareholders to purchase new stock issues - include when offering additional protection to initial shareholders

2. Article on Cumulative Voting: Special voting rights for director elections - include when providing minority shareholders greater board representation

3. Article on Benefit Officer: Designation of officer responsible for benefit reporting - include when delegating benefit reporting to specific officer

What schedules should be included in a B Corp Articles Of Incorporation?

1. Schedule A - Initial Directors: List of initial board members and their information

2. Schedule B - Stock Subscription: Initial stock allocation and subscriber information

3. Appendix A - Specific Public Benefit Purpose: Detailed description of public benefit commitments

4. Appendix B - Third Party Standards: Description of assessment standards to be used

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use
Clauses





























Industries

State-Specific Corporation Laws: Primary state legislation governing corporation formation, including state-specific filing requirements, procedures, and regulations regarding corporate names and designations

Benefit Corporation Legislation: Model Benefit Corporation Legislation and state-specific benefit corporation statutes (37 states + D.C.), including public benefit purpose requirements and annual benefit reporting obligations

Internal Revenue Code: Federal tax regulations affecting B Corps, including corporate tax structure requirements and potential 501(c)(3) considerations if applicable

Securities Laws: Federal securities regulations and state 'Blue Sky Laws' governing stock issuance and securities compliance for B Corps

B Lab Certification Requirements: Standards set by B Lab including B Impact Assessment, legal requirement amendments, performance requirements, and transparency obligations for certified B Corps

Corporate Governance Standards: Requirements for fiduciary duties, board structure, stakeholder considerations, and accountability measures specific to benefit corporations

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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