May 25

B Corp certification – preparing governing documents

Written by Jennifer Watson
Associate

DDI: 01423 726618
E: jennifer.watson@raworths.co.uk

Certified “B Corp” companies have well and truly entered the mainstream – with international brands like Ben & Jerry’s signing up and Waitrose celebrating B Corp Month in their recent weekend guide.

B Lab (the non-profit organisation that operates and awards the B Corp certification) started in 2006 and now works with almost 10,000 companies across 160 industries and 102 countries.

The B Corp certification affirms that a company meets high standards of:

1. social and environmental performance – by working through the “B Impact Assessment” to measure positive impact on shareholders, customers, employees, suppliers, communities and the environment
2. accountability – by making a legal commitment towards stakeholder governance
3. transparency – by allowing information about their performance to be publically available on the B Lab website

So what are the benefits of becoming a B Corp?

B Lab state that B Corp companies tend to out-perform their peers in the UK with faster annual growth in revenue and employee numbers.

It is not difficult to see why, in today’s social and political climate, where consumers and workers may choose a brand (or avoid one!) because of the message it puts out.

Most importantly, your company will be helping to improve the world and will be viewed as a force for positive change – socially, economically, and environmentally.

How can Raworths help your business?

The legal commitment at point 2 above requires a company to consider how to integrate stakeholder governance into its structure. This will often require a review of the company’s Articles of Association and Shareholders’ Agreement (if there is one) which the Corporate and Commercial team at Raworths have extensive experience with.

We will then be able to:

• advise where the compulsory articles (drafted by B Lab) are best placed within the company’s Articles of Association
• advise whether existing provisions in the Articles of Association or Shareholders’ Agreement should also be updated
• prepare a pack of corporate documents to record any amendments required (including board minutes, written resolutions, shareholder approvals, etc)

We have worked with a number of successful B Corp applicants to prepare their governing documents for submission as part of the B Impact Assessment.

If you would like to discuss this topic further, please contact Jennifer Watson, Associate Solicitor in the Corporate and Commercial team at Raworths based in Harrogate, North Yorkshire.

Published on 19 May 2025

The information and any commentary contained in this briefing is for general information purposes only and does not constitute legal or any other type of professional advice.