How does a company go about becoming an SPC?
Your corporation must declare its intent to do either of the following through their business activities. produce positive short-term or long-term effects, or minimize adverse effects These effects can be environmental or social, and can include the corporation’s employees, supply chain, customers, or the greater community, including local, state, national or world.
Along with the general social purpose, every corporation may have one or more specific social purposes—that is, a company may choose how they best work as positive social or environmental influences. Businesses are not restricted by a set list of social or environmental requirements, they may establish their own. [/one_half] [one_half_last]
Registering as a Social Purpose Corporation
A corporation may elect to be run as a social purpose corporation at any time by filing papers incorporating as an SPC with the secretary of state. The papers for registering your business can be found at the Washington Secretary of State’s website. Registration fee is $180. There is an instruction page included with the papers. An attorney can help you decide the right form of incorporation for your business.
An existing corporation changing to become a social purpose corporation must be approved by two-thirds majority of shareholders. Changes which would affect one or more of the social purposes, including mergers, must also be approved by a two-thirds majority. This helps prevent shifts in positive business practices if the corporation changes ownership.
A social purpose corporation may also choose to cease being an SPC by a two-thirds majority vote as well. [/one_half_last]
The Revised Code of Washington has the clear language from the Social Purpose Corporation passed legislation codified on their website here. Sections include:
- becoming or ceasing to be a social purpose corporation
- definition and application of powers, rights and obligations
- general and specific social purposes
- changes to social purpose requirements
- required and optional provisions in the Articles of Incorporation
- duties of directors and officers
- certificate of shares
- merger, sale, share exchange and selling or disposing of property
- payment of fair value for shareholder dissent
- instituting or maintaining proceedings for shareholders
- social purpose report requirement
- converting to, or ceasing to be, a SPC