Social purpose corporation explained

A social purpose corporation (SPC) is a type of for-profit entity, a corporation, in some U.S. states that enables, but does not require, considering social or environmental issues in decision making. SPCs are similar to benefit corporations (B corporations).

California

In California, "[t]he amendment, S.B. 1301, changes existing law (found under Corporations Code Sections 2500–3503)[1] to emphasize the social-purpose nature of the flexible purpose corporations, most notably by changing its name to the "Social Purpose Corporation". With the law change, corporate directors are now required to account for company mission in decision making. A SPC must state that it has a specific purpose to pursue a public purpose that a traditional nonprofit corporation would normally have pursued. Because an SPC is a for-profit organization, they do not qualify for tax-exempt status as a nonprofit corporation.[2]

S.B. 1301 took effect on January 1, 2015. On that date, extant FPCs automatically continued their existence as SPCs.[3]

Florida

Florida created both social purpose corporations and benefit corporations in 2014.[4] The main difference between the two is that B corporations must pursue a "general public benefit", which applies to all of the company's activities, while SPCs may pursue a public benefit in limited areas.[5] This example from the Florida Bar Journal illustrates this difference between SPCs and benefit corporations:

Shareholders, directors, and persons owning more than 5% equity in a Florida SPC may bring lawsuits against a Florida SPC for failure to pursue or create a public benefit,[6] but the corporations, their directors, and their management are shielded from monetary damages in such lawsuits for failing to create a public benefit. Florida SPCs must prepare an annual report on the company's achievements towards its public benefit goals, but unlike Florida B Corporations, these reports do not need to be assessed by a third-party standard.

Washington

Washington State passed the law for social purpose corporations in 2012.[7] Florida became the second state to adopt social purpose corporations in 2014.[8] Although there are no official requirements for social purpose corporations to have a positive social or environmental impact, most of the companies which have registered as social purpose corporations in Washington State, the pioneering state for SPCs, have a focus on social or environmental impacts.[9]

See also

Notes and References

  1. Web site: SB-1301 Corporate Flexibility Act of 2011: Social Purpose Corporations Act .
  2. Web site: What is a California Social Purpose Corporation? . Tax news – All About Business . . September 2015 . 2 December 2018.
  3. News: Goodbye Flexible Purpose Corporation, Hello Social Purpose Corporation: Governor Brown Signs S.B. 1301 . October 6, 2014 . Adler & Colvin . en-US . July 31, 2018.
  4. Web site: Walker . Matt . Professor Cohn writes Florida benefit corporations law . UF Law . University of Florida College of Law . December 5, 2014 . August 10, 2016.
  5. Cohn . Stuart . Ames . Stuart . Now It's Easier Being Green: Florida's New Benefit and Social Purpose Corporations . Florida Bar Journal. November 2014 . 88 . 9 . 38 . August 10, 2016.
  6. Web site: Statutes & Constitution Online Sunshine.
  7. Web site: Social Purpose Corporation . Washington Secretary of State.
  8. Web site: New Florida Law Allows for "Social Purpose Corporations". Fire. Ant. May 9, 2014.
  9. Web site: Social Purpose Corporations -List of SPCS » Social Purpose Corporations - . November 14, 2014 . dead . https://archive.today/20141114053558/http://www.spcwa.com/we_are_spc/list-of-spcs/ . November 14, 2014 .