A Certified B Corporation (B Corp) is a private certification that the nonprofit B Lab grants to companies that meet its social and environmental standards. A benefit corporation, called a public benefit corporation (PBC) in Delaware, is a type of for-profit corporation created by state law and written into the company’s charter. One is a seal you earn and renew; the other is how your company is legally organized. You can be either, both or neither, though a Delaware corporation that wants B Corp certification is expected to become a PBC as well.
Key takeaways
- “B Corp” is a certification from B Lab, like a Fair Trade label for a whole company. A PBC is a corporate form under state law.
- In 2026 B Lab replaced its 80-point score with required standards across seven impact topics, checked by independent auditors.
- To be certified, a company must build accountability to all its stakeholders into its legal documents. For a Delaware corporation, B Lab’s route is electing PBC status.
- A Delaware PBC’s board must balance profit, affected stakeholders and the stated public benefit, and report to stockholders at least every two years. There’s no state filing and no required audit.
- A PBC never needs certification. For most mission-driven, venture-track startups, the PBC comes first.
What is a Certified B Corp?
B Corp certification is a private standard run by B Lab, a nonprofit. It tells customers, employees and investors that the business has met B Lab’s requirements for social and environmental performance, accountability and transparency. Any kind of business can apply, including an LLC, and certification doesn’t change how the company is taxed.
The confusion is understandable. B Lab helped draft and promote the first benefit corporation laws, and people use “B Corp” loosely for both.
What is a benefit corporation (PBC)?
A benefit corporation is a for-profit corporation formed under a state’s benefit corporation statute. Delaware’s version, the public benefit corporation, is governed by Sections 361 to 368 of the Delaware General Corporation Law. Its certificate of incorporation must name a specific public benefit, and its directors must manage the company in a way that balances the stockholders’ financial interests, the best interests of those materially affected by its conduct, and that public benefit.
The state, not B Lab, creates the status. A company becomes a PBC by filing a charter that says so, or by amending its charter with board and majority stockholder approval, and it stays one until its stockholders vote to change it. It’s taxed like any other corporation. For the full picture, see our Founder’s Guide: Public Benefit Corporation.
How do B Corps and PBCs compare?
| Certified B Corp | Public benefit corporation (Delaware) | |
| What it is | A private certification | A legal form of corporation |
| Who grants it | B Lab and its approved auditors | The state, through your charter filing |
| Who can have it | Most for-profit businesses, including LLCs | Corporations only |
| Core requirement | Meet B Lab’s standards in seven impact topics and its legal requirement | Name a specific public benefit; directors balance profit, stakeholders and that benefit |
| Reporting | Evidence and audits through B Lab’s certification cycle | A statement to stockholders at least every two years; not public unless the charter or bylaws require it |
| Cost | B Lab fees that scale with company size, plus audit and staff time | State filing and legal fees; no ongoing fee for the status itself |
| How it ends | Certification lapses or is withdrawn | Stockholders vote to amend the charter |
Do you have to be a PBC to become a B Corp?
For a Delaware corporation, in practice yes. One of B Lab’s foundation requirements is a legal requirement: the company must adopt a stakeholder governance model that makes it legally accountable to all its stakeholders, and sign B Lab’s Declaration of Interdependence. The details depend on entity type and location, and B Lab’s online legal requirement tool spells them out. For a Delaware corporation, B Lab’s route is electing PBC status through a charter amendment approved by the board and a majority of the outstanding stock. Venture-backed companies will usually need their preferred investors’ consent as well. LLCs typically amend their operating agreement instead.
It doesn’t work the other way. A PBC never needs B Lab certification, and most PBCs aren’t certified.
How does B Corp certification work now?
B Lab overhauled its standards in 2026. Under the old system, a company needed 80 of 200 points on the B Impact Assessment, and a strong score in one area could make up for a weak one. The new standards drop the single score. A company first has to clear foundation requirements, including at least 12 months of operations, the legal requirement and a risk assessment. It then has to meet required standards in each of seven impact topics: purpose and stakeholder governance; fair work; justice, equity, diversity and inclusion; human rights; climate action; environmental stewardship and circularity; and government affairs and collective action.
New applicants have certified under the new standards since March 2026, and B Lab began recertifying existing B Corps on them in January 2026. Certification is now confirmed by an independent, B Lab-approved assurance provider rather than by B Lab’s own review alone. B Lab describes a five-year certificate with requirements phasing in over the cycle and audits along the way, at years zero, three and five for smaller companies. It estimates two to six months from submission to certification. Fees scale with company size, so check B Lab’s current schedule and budget for the staff time evidence-gathering takes.
What does a PBC have to report?
At least every two years, a Delaware PBC must give its stockholders a statement covering the objectives the board set to promote the public benefit and stakeholder interests, the standards it adopted to measure progress, objective factual information based on those standards, and an assessment of how well it did. Delaware doesn’t require the statement to be public, audited or measured against a third-party standard, and nothing is filed with the state, though the charter or bylaws can require a public report or a third-party standard. Every stockholder meeting notice must say the company is a PBC, and so must each stock certificate or, for uncertificated shares, the notice the company sends the holder.
Only stockholders can enforce the balancing duty, through a derivative suit brought by holders of at least 2% of the outstanding shares (or, at a listed company, the lesser of 2% or shares worth $2 million).
Other states’ benefit corporation laws often ask more. New York, for example, requires an annual benefit report measured against a third-party standard, delivered to stockholders within 120 days after the fiscal year ends, posted on the company’s website and filed with the state. If you’re not in Delaware, check your state’s statute. See Where Should I Incorporate My Startup?
Should your startup be a PBC, a B Corp, both or neither?
Start with the PBC question. It’s a decision about your legal structure, and it’s easiest to make at formation. If the mission is central to what you sell, you plan to raise venture capital and you want the board to have express legal room to weigh the mission alongside returns, a Delaware PBC is the natural choice. See What Legal Structure Is Best for Your Startup?
Certification is a separate, later decision. It earns its cost when an outside seal matters to the people you sell to or hire, as it often does for consumer brands, and when you have the operating history and the staff time to go through an audit. Many companies form as a PBC first and pursue certification once the business is up and running.
Neither is also a fine answer. A traditional Delaware corporation can still run a responsible business, and its board already has broad latitude under the business judgment rule to invest in employees, customers and community when that serves the company over time. Choose a PBC or certification because it fits how you plan to run the company, not for the label.
For more, see our Founder’s Guide: Public Benefit Corporation, Certificate of Incorporation, Fiduciary Duties of Startup Founders and What Do Stockholders in My Startup Need to Approve?
If you’re forming a PBC or converting your company, see our Benefit Corporation Startup Package or contact us.
