B Corp certification: how to change your articles of association

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An increasing number of companies are looking to achieve B Corp Certification. One component of this requires the addition of a ‘legal requirement’ to the company’s articles of association. This consists of some fixed clauses issued by B Lab UK which legally commit the company to acting in ways aligned with the values of the B Corp movement.

In this short article we explain how to do this and provide some resources to save you time.

Our understanding is that the required wording can simply be added to the existing articles and filed at Companies House along with the appropriate resolution. This will earn the company ‘mission lock’ points towards the 80% needed for certification in the B Impact Assessment.

The new section can be added anywhere in the articles. It should be headed ‘Benefit Corporation’ and placing it at the end saves you renumbering the other sections.

Need B Corp articles for your company?

Download articles of association containing both the B Corp legal requirement wording and a set of recommended improvements to the Model Articles.

B Corp and enhanced articles combined View & download

The text to be added to the articles can be found below. It is an amended version of section 172 of the 2006 Companies Act which covers the duties and responsibilities of directors. It is for private companies limited by shares. The text for other legal forms (CIC, limited by guarantee and LLP) are in the appendix at the end of this document.

If the company which is applying for B Corp Certification has the Model Articles then this could be a good opportunity for adopting not just the B Corp wording but enhancing the company’s articles overall. This involves a new set of articles which make a number of further useful amendments to the Model Articles. These articles, which contain both the B Corp wording and the recommended improvements for a company with just one share class, have been drafted by company law specialists at a Top 100 law firm. They are available to purchase from Inform Direct.

For details of how to get shareholder approval and file new articles at Companies House, please see our article How to change a company’s articles of association. Once the new (amended to include the B Corp wording) articles are approved by special resolution you file the full set of articles and resolution at Companies House. You can download the template resolutions here:

For details of how to get shareholder approval and file new articles at Companies House, please see our article How to change a company’s articles of association.

When the process is complete the company’s filing history should contain an entry like this one, which is taken as proof of compliance for B Corp certification purposes:

B Corp articles of association

The B Corp text to add to the articles

The following is a before and after view of section 172 of the 2006 Companies Act. The text with highlighted changes is what should be inserted into the articles. For the latest version of the text, please visit the B Corp website.

Our understanding is that all that is required is to simply clip in the required B Corp wording somewhere in the existing articles and right at the end is as good a place as any.

Before (Section 172, Companies Act):

Directors' responsibilities B Corp

After (changes highlighted):

Articles of association changes for B Corp

A note on objects

B Lab UK’s own instructions say that changing a company’s articles of association requires a CC04 form. The CC04 is used to change a company’s objects. Indeed, clause 1 of the B Corp text above mentions the company’s objects.

Form CC04 asks whether you will be making an addition, removal or alteration. You will be almost certainly making an alteration and so should tick that box when completing the form – see below.

CC04 objects B Corp

A note on entrenchments

Some companies have ‘provisions for entrenchment‘ in their articles of association. These mean that certain provisions in the articles can only be varied if specified conditions are met which raise the bar higher than the usual special resolution. Whenever a change is made to articles of association that carry restrictions to changing the articles such as provisions for entrenchment, a statement of compliance with those restrictions (form CC03) must be sent to the Registrar.

It may be necessary to lift one or more of these restrictions in order to change the company’s articles for B Corp certification. This is done using form CC02 accompanied by form CC03.

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