How Do I Write a PBC Benefit Report?

By Kyle Westaway · Last updated October 14, 2026

A Delaware public benefit corporation must give its stockholders a benefit report at least every two years. The report has to cover four things: the objectives the board set to promote the company’s public benefit and the interests of the people its business affects, the standards the board uses to measure progress, objective factual information showing how the company did against those standards, and an honest assessment of how well it succeeded. Set the objectives and metrics when you become a PBC, track them alongside your other key numbers, and the report becomes a short, credible document you can produce in a few weeks.

Key takeaways

• Delaware requires a benefit report to stockholders at least every two years. Reporting every year is a good habit, but it’s a choice.
• The report must include objectives, standards, factual information and an assessment. The format is up to you.
• Delaware doesn’t require you to publish the report, have it audited or use a third-party standard, unless your charter or bylaws say so.
• Accuracy matters more than polish. Report the misses along with the wins, and keep the data behind every claim.
• Other states’ benefit corporation laws are stricter, often requiring an annual, public report against a third-party standard.

What does Delaware require?

Section 366 of the Delaware General Corporation Law requires a public benefit corporation to provide its stockholders, at least every two years, a statement on how it has promoted its stated public benefit and the best interests of those materially affected by its conduct. The statute lists four required elements:

Objectives. The goals the board has set to promote the public benefit and those interests.

Standards. The measures the board has adopted to track progress toward those objectives.

Objective factual information. Data, based on those standards, about the company’s success in meeting the objectives.

Assessment. The company’s evaluation of how well it met its objectives and promoted the public benefit and stakeholder interests.

The same section also requires every notice of a stockholder meeting to say that the company is a public benefit corporation. Your charter or bylaws can go further, requiring more frequent reports, making them public, or requiring a third-party standard or certification. If they’re silent, none of those apply.

If your company is a benefit corporation in another state, check that state’s statute. Many follow a model law that requires an annual report measured against a third-party standard and posted publicly. New York, for example, requires its benefit corporations to deliver an annual benefit report to stockholders, post it on the company’s website and file it with the state.

How often should we report?

The legal minimum is every two years. We recommend reporting every year, for three reasons. Annual reporting keeps the data collection habitual, so the report isn’t an archaeology project. It fits naturally with the year-end investor update and annual board review you’re already doing. And investors who chose a PBC usually want to hear about the mission more than once every two years.

Measure the first deadline from the date the company became a PBC, whether at incorporation or on conversion.

Example. A company converts to a Delaware PBC on May 1, 2026. Its first report is due no later than May 1, 2028. At the conversion, the board adopts its objectives and metrics by resolution. The company tracks them through December 31, 2027, drafts the report in January and February 2028, presents it to the board in March and delivers it to stockholders in April, before the deadline. A company reporting annually would deliver its first report in early 2027, covering its first partial year, and avoid the risk of missing the two-year date.

How do we set objectives and metrics?

Start from the specific public benefit in your charter. Each objective should advance that benefit or the interests of a group your business affects: employees, customers, suppliers, the community or the environment. Two to four objectives are plenty for an early-stage company. For each one, choose one or two metrics you can actually measure with data you already have or can collect cheaply, record a baseline and set a target.

Here’s how that might look for a company whose stated public benefit is expanding access to affordable financial tools for low-income workers:

Prefer outcomes (fees saved) over activity (features shipped), but don’t pick a metric you can’t measure honestly. Review the numbers at board meetings at least twice a year, so the board sees the mission alongside revenue and burn. See How Do I Run an Effective Startup Board Meeting?.

What format can the report take?

Any format that includes the four required elements and goes to stockholders. For most early-stage PBCs, a three-to-six-page letter from the CEO, a section of the annual investor update, or a short slide deck is enough. Deliver it the way you deliver other stockholder communications, and keep a copy with a record of when and how it went out. See How Do I Update Investors in My Startup?.

A simple outline that covers everything Delaware requires:

1. Our public benefit. The purpose stated in the charter, in one paragraph.
2. Objectives for the period. What the board set out to do, and why.
3. How we measure progress. The metrics and standards, including any outside framework.
4. Results. The data for each metric, against the baseline and target.
5. Assessment. Where the company succeeded, where it fell short and why, and how it balanced the mission against financial goals in its key decisions.
6. Stakeholders. How the company’s conduct affected employees, customers, the community and the environment.
7. Next period. Updated objectives and targets the board has adopted.

How accurate does it need to be?

Completely. There’s no audit requirement, but everything in the report should be supported by data you’ve kept. Present a balanced picture: an honest account of a missed target builds more credibility with investors than a report that’s all highlights, and it’s the assessment the statute asks for. Inflated impact claims create reputational risk and, if stockholders rely on them, legal risk. Stockholders owning at least 2% of the company’s shares can sue to enforce the board’s duty to balance the public benefit, stakeholders and stockholders’ financial interests, and a careless report is the first thing they’d read. Have the board review and approve the report before it goes out, and record that in the minutes. If you publish it, treat it like marketing claims, which consumer protection law requires to be truthful and substantiated.

When should we adopt an outside framework?

You don’t need one to comply in Delaware, and early on your own metrics are usually more meaningful. An outside framework starts to make sense when impact investors, large customers or employees ask for comparable data, or when you decide to publish. Common choices are the B Impact Assessment used for B Corp certification, the Global Reporting Initiative (GRI) standards, the SASB standards for industry-specific metrics, and the UN Sustainable Development Goals as a mapping tool.

B Corp certification is separate from PBC status. It’s a private certification from the nonprofit B Lab, which adopted new standards that B Corps began certifying against in 2026, with third-party audits on a five-year cycle. A PBC doesn’t need to be a B Corp, and a B Corp doesn’t need to be a PBC, though many companies are both.

Avoid writing a third-party standard or certification into your charter unless you’re committed to it, because the charter then makes it a legal requirement that’s hard to change.

Should we publish the report?

Delaware leaves it to you. Most early-stage PBCs deliver the report only to stockholders. Publishing makes sense once the mission is part of how you sell, hire or raise money, but a public report reaches customers, regulators and competitors, so review it more carefully and leave out confidential financial details.

For more on the PBC form, see our Founder’s Guide to Public Benefit Corporations, What Legal Structure Is Best for Your Startup? and Certificate of Incorporation.

If you’d like help with your report, see our Benefit Report service or our Benefit Corporation Startup Package.