Converting to a Delaware Public Benefit Corporation

As of 2015, Delaware has made it easier to convert from a regular Delaware C-Corporation to a Delaware Public Benefit Corporation or PBC. When the Public Benefit Corporation statute was originally passed, it required a 90% stockholder approval to convert to a PBC. Now, only a ⅔ majority stockholder approval is required. The corporation must then file a Certificate of Incorporation to state a public benefit purpose. In earlier legislation, having “PBC” or “Public Benefit Corporation” as part of the corporation’s name was mandatory but now it is optional. So when converting, the company has the option of changing its name to include “PBC” or “Public Benefit Corporation,” but it is not required.

Summary of Conversion Steps:

1 - Majority board approval 2 - 2/3 supermajority stockholder approval 3 - File Amendment to Certificate of Incorporation to state public benefit purpose * - Optional: include name change in Amendment to Certificate of Incorporation (requires standard majority board and stockholder approvals)