B CORP CERTIFICATION CHECKLIST

TABLE OF CONTENTS

1. Overview: Certification vs. Legal Status
2. Phase 1: Pre-Assessment Preparation
3. Phase 2: B Impact Assessment
4. Phase 3: Legal Requirement
5. Phase 4: Certification Application
6. Phase 5: Post-Certification Compliance
7. Benefit Corporation Legal Status
8. State-Specific Considerations

I. OVERVIEW

B Corp Certification (B Lab — Private Certification)

A Certified B Corporation is a company that has met rigorous standards of social and environmental performance, accountability, and transparency, as verified by B Lab.

Benefit Corporation (State Legal Status)

A Benefit Corporation is a legal corporate structure authorized by state statute that requires the company to consider the impact of decisions on all stakeholders — not only shareholders.

II. PHASE 1: PRE-ASSESSMENT PREPARATION

Company Information

☐ Legal entity name: [________________________________]
☐ State of incorporation: [________________________________]
☐ Entity type: ☐ Corporation ☐ LLC ☐ Benefit Corporation ☐ Other: [________________________________]
☐ Date of incorporation: [__/__/____]
☐ Annual revenue: $[________________________________]
☐ Number of employees: [________________________________]
☐ Industry / sector: [________________________________]

Initial Readiness Assessment

☐ Review B Lab's current certification requirements at bcorporation.net
☐ Confirm company has been operating for at least 12 months
☐ Gather data on environmental practices, employee benefits, community impact, and governance
☐ Identify gaps between current practices and B Corp standards
☐ Designate an internal B Corp certification lead: [________________________________]
☐ Estimate timeline for certification process (typically 6–18 months)

Governance Review

☐ Review articles of incorporation / operating agreement for stakeholder provisions
☐ Assess current board composition and independence
☐ Determine whether governing documents require amendment for B Lab legal requirement

III. PHASE 2: B IMPACT ASSESSMENT (BIA)

Assessment Overview

The BIA is a free, confidential tool that evaluates a company's impact across five categories. A minimum score of 80 out of 200 is required for certification.

Assessment Categories

A. Governance (Approx. Weight: ~15%)
☐ Mission statement includes social/environmental commitment
☐ Board oversight of social and environmental performance
☐ Stakeholder engagement policies in place
☐ Financial transparency practices documented
☐ Ethics and anti-corruption policies established

B. Workers (Approx. Weight: ~25%)
☐ Compensation and benefits data compiled (wages, health insurance, retirement)
☐ Employee ownership or profit-sharing programs documented
☐ Worker health and safety programs in place
☐ Professional development and training opportunities offered
☐ Diversity, equity, and inclusion policies documented
☐ Employee satisfaction survey results available

C. Community (Approx. Weight: ~25%)
☐ Local sourcing and supplier diversity practices documented
☐ Community service and charitable giving records compiled
☐ Job creation in underserved areas documented (if applicable)
☐ Supply chain standards and auditing practices in place
☐ Civic engagement and advocacy efforts documented

D. Environment (Approx. Weight: ~25%)
☐ Energy usage and greenhouse gas emissions tracked
☐ Waste reduction and recycling programs documented
☐ Water usage monitoring in place
☐ Sustainable transportation policies documented
☐ Environmental management system implemented
☐ Product lifecycle and packaging sustainability assessed

E. Customers (Approx. Weight: ~10%)
☐ Products/services designed to address social or environmental issue
☐ Customer outcome data collected and measured
☐ Data privacy and security protections in place
☐ Marketing practices reviewed for accuracy and transparency

Score Tracking

IV. PHASE 3: LEGAL REQUIREMENT

B Lab requires all Certified B Corps to amend their governing documents to consider stakeholder interests. The path depends on your state of incorporation.

Option A: Become a Benefit Corporation (Preferred)

☐ Verify benefit corporation status is available in your state
☐ Obtain board approval for conversion / amendment
☐ Obtain shareholder approval (typically 2/3 supermajority)
☐ File amended articles with Secretary of State
☐ Pay applicable filing fee: $[________________________________]

Option B: Amend Governing Documents (Non-Benefit Corp States)

☐ Add stakeholder consideration language to articles of incorporation / operating agreement
☐ Model language: "The [directors/managers] shall consider the effects of any action or decision on all stakeholders, including shareholders, employees, customers, community, and the environment."
☐ Obtain required approvals
☐ File amendment with Secretary of State (if applicable)

Option C: LLC Operating Agreement Amendment

☐ Amend operating agreement to include stakeholder governance provisions
☐ Obtain member approval as required
☐ No state filing required in most jurisdictions (operating agreement is a private document)

V. PHASE 4: CERTIFICATION APPLICATION

Submission

☐ Complete the B Impact Assessment online at bcorporation.net
☐ Submit assessment for review
☐ Upload supporting documentation as requested by B Lab
☐ Complete disclosure questionnaire (legal proceedings, fines, sanctions)

Verification

☐ Schedule and complete verification call with B Lab analyst
☐ Provide additional documentation as requested during review
☐ Respond to any follow-up questions within required timeframe

Certification Agreement

☐ Review and sign the B Corp Certification Agreement (Term Sheet)
☐ Pay annual certification fee (based on revenue):

☐ Receive certification confirmation and right to use B Corp logo

VI. PHASE 5: POST-CERTIFICATION COMPLIANCE

Annual Requirements

☐ Pay annual certification fee
☐ Update BIA profile with material changes
☐ Publish annual benefit report (required for benefit corporations by state law)
☐ Maintain or improve BIA score

Recertification (Every 3 Years)

☐ Complete updated B Impact Assessment
☐ Submit for re-verification
☐ Maintain minimum score of 80
☐ Demonstrate continuous improvement efforts

Transparency

☐ B Lab publishes your company profile and BIA score on bcorporation.net
☐ Company must publicly disclose its overall BIA score
☐ Participate in B Corp community events and reporting as appropriate

VII. BENEFIT CORPORATION LEGAL STATUS

States with Benefit Corporation Statutes (40+ states + D.C.)

☐ Verify your state has enacted benefit corporation legislation
☐ File articles of incorporation designating entity as a benefit corporation
☐ Include general public benefit purpose (and optional specific benefit purposes)
☐ Prepare and publish annual benefit report using a third-party standard

Key Statutory Requirements

☐ Purpose: Create general public benefit (positive material impact on society and environment)
☐ Accountability: Directors must consider impact on all stakeholders
☐ Transparency: Annual benefit report published using third-party standard

VIII. STATE-SPECIFIC CONSIDERATIONS

SOURCES AND REFERENCES

• B Lab, "About B Corp Certification": https://www.bcorporation.net/en-us/certification/
• B Lab, "Legal Requirement": https://www.bcorporation.net/en-us/about-b-corps/legal-requirements/
• Model Benefit Corporation Legislation (B Lab)
• Del. Code Ann. tit. 8, §§ 361–368
• Cal. Corp. Code §§ 14600–14631
• US Chamber of Commerce, "Benefits and Requirements of Being a B Corp"