Agreement for B Corp Certification Terms Summary

 

At the end of the certification process and as a requirement of certification, B Corps sign the Agreement for B Corporation Certification (the “Agreement”), the terms of which are summarized below.  The complete Agreement is attached to this article for your reference.

 

The Agreement establishes the following:

1) the terms by which B Lab will certify the Company as a Certified B Corporation™, a certification of a company’s overall social and environmental performance, public transparency, and legal accountability,

(2) the terms under which that certification will continue,

(3) the process under which that certification may be renewed in the future,

(4) the obligations of the Company as a Certified B Corporation™,

(5) the rights of the Company and B Lab to use certain intellectual property of the other, and

(6) the rights and obligations of the Company and B Lab with respect to this Agreement.

 

Requirements for Certification

Certified B Corps™ have a three year term for certification, unless earlier terminated as described in the Agreement. In order to be certified as a Certified B Corporation™, the Company must meet the following requirements.

 

Performance Standards: 

  • Accurately complete and submit, and attach all required documentation to, the B Impact Assessment™ submission, including the Disclosure Questionnaire, and fulfill any required outcomes of the Disclosure Questionnaire and/or Background Check or Complaints procedure.

  • Earn a reviewed score of at least 80 points (out of 200).  

  • Submit to a “Site Review” of the company’s B Impact Assessment™ if selected.

  • Recertify every three years.

 

Transparency Requirements:

Agree for B Lab to make available the Company’s B Impact Report, basic Profile information, and any additional disclosures, as required, on www.bcorporation.net, B Analytics, and other B Lab affiliated websites (i.e., B Lab and Sistema B Global Partner websites). There are additional transparency requirements for certain wholly-owned or majority-owned subsidiaries, and certain public companies.

 

Legal Requirement:

B Corporations incorporate stakeholder consideration into their legal structures to create long-term value for shareholders and stakeholders. Companies must meet the appropriate legal requirement within the timelines stated in the Agreement as a requirement of certification. The company’s legal requirement, and the timeline for the process, will be determined by company structure, and  jurisdiction of formation. Please refer to the Legal Requirement Tool to see the applicable legal pathway for your company, and Appendix D of the Agreement for more information about the legal requirement (including the company’s obligations if B Lab does not yet have a legal framework in its jurisdiction) and timelines for adoption of the legal requirement. 

 

If the company does not meet the legal requirement, B Lab may revoke the company's certification as provided for in the Agreement or decline to recertify the company. In the event of a change in legal form of the company, the company must notify B Lab in advance of, or if advance notice is not possible, immediately upon, such change; adopt the legal pathway, if available, that is appropriate for the new legal form in accordance with the Agreement; and submit a copy of the company’s amended or new governing documents to B Lab for review within 90 days after the change in legal form.

 

Declaration of Interdependence:

The company will sign the B Corporation Declaration of Interdependence as a symbol of its commitment to the shared collective purpose of the community of B Corporations™.

 

Intellectual Property:

B Lab will grant to the company a revocable, non‐exclusive license to utilize certain B Lab intellectual property, only in a manner consistent with the “Brand Usage Guidelines” provided by B Lab, or as otherwise specified by B Lab, for the purposes of informing the public that the Company is a member of the Certified B Corporation™ community. 

 

The company will grant to B Lab a revocable, non-exclusive license to utilize the company’s trademark and logo for the purposes of furthering the interests of the community of Certified B Corporations™ and for the purposes set forth in the Agreement.

 

Other Terms:

 

  • B Corporations pay an annual certification fee determined based upon the company’s revenue, which shall be disclosed to B Lab annually, and based upon the structure set forth on B Lab’s or, if applicable, the Global Partner’s website

  • Term and termination provisions, including intellectual property grace periods

  • Terms regarding the effects of a change of control or initial public offering

  • Complaints Procedure, Disclosure Questionnaire, and Background Check as seen here

  • Guidelines for Companies with Related Entities as seen here and here

  • Other terms, including representations and warranties, indemnification and governing law



Please note: This article is for informational purposes only. This is not an actual Agreement or a complete description of the certification requirements. 

See the sample of the agreements below available in English, Spanish and Portuguese.