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What is a Public Benefit Corporation (PBC)?

While most people are familiar with Corporations and LLCs, and some are familiar with the alphabet soup of other entity types (LLP, LLLC, LLLP, PLLC), the newest kid on the block is the Public Benefit Corporation (or PBC).  This new entity is catching on fast in different states, and serves to fill a unique niche in the suite of entities.

Most entities (Corporations, LLC’s, etc) are managed by Directors (or managers) who are elected by the Shareholders (or ownership).  These Shareholders entrust the Directors to act in their interests; in the past the courts have defined shareholder interest as profit maximizing – Director decisions should be purely financial decisions.  If the Directors make decisions that are not in the financial interest of the ownership, the Directors may expose themselves to legal action by the ownership.

However, in the case of a PBC (and, more recently, the Public Benefit LLC), an entity can file as a PBC and explicitly state in their operating agreement some other corporate goal, outside of simply maximizing profit.  This gives the Directors cover to make decisions that serve some “public benefit” as defined in the operating agreement, rather than only looking at profit maximization.  Patagonia is an example of a corporation that sought the PBC structure.  Patagonia long wanted support issues around social and environmental causes, but had difficulty balancing this mission with retaining a Corporate status.  In January, 2012, Patagonia became the first company in California to file as a PBC.

Fast Facts about Public Benefit Corporation:

  • Maryland was the first state to adopt the PBC Legislation in October, 2010.  Within five years of this adoption, 31 other states passed legislation created PBC (each state with its own unique variation).
  • On February 1, 2017, Laurate Education, Inc was the first Public Benefit Corporation to be public traded.   Their stated public benefit is to “produce a positive effect for society and students by offering diverse education programs both online and from campuses around the globe.”  Click for reference article from Fast Company.
  • There is a distinction between a Public Benefit Corporation (PBC) and a B Corp.  The PBC generally refers to a company organized under a states existing Public Benefit Corporation statutes.  The B Corp is a certification conferred by a third  party “B Labs” for a corporation that adheres to higher standards of serving the public good. A B Corp is not necessarily a PBC, and a PBC is not necessarily a B Corp.  Likewise, click here for a discussion from B Labs on the differences.

Josh Twilley, President

This post is for informational purposes only.  Should not be construed as legal or financial advice.  Please consult with your attorney for legal advice or accountant for tax and financial advice.


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Holiday Closures


Due to the end-of-year holidays, many jurisdictions will be closed and/or will have modified hours throughout December.   If you have questions regarding a specific jurisdiction, please contact us.


*Thursday, December 24th:

Incserv Offices – Closed
Delaware Secretary of State (DE SOS) – Closed


Friday, December 25th:

Incserv Offices – Closed
Delaware Secretary of State (DE SOS) – Closed


Thursday, December 31st:

Incserv Offices – Regular hours
Delaware Secretary of State (DE SOS) – Closing at 8:00 PM (ET)

All 30 Minute and One-Hour filings must be received by the DE SOS by 6:00 PM (ET). Two-Hour filings must be received by 5:00 PM (ET).  All other cut-off deadlines remain the same. To meet these deadlines, Incserv must receive all filings AT LEAST 15 MINUTES before the DE SOS corresponding cut-off times.


Friday, January 1, 2021:

Incserv Offices – Closed
Delaware Secretary of State (DE SOS) – Closed


If you have questions or concerns, please contact our office at 302.531.0855, 800.346.4646 or


Have a Safe & Happy Holiday! 


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Pt 2 – Does your Company need a Certificate of Incumbency?

In the first blog, we discussed what an Incumbency Certificate is and the details it will contain.  Feel free to read: Click here.

Is your boat owned by a legal entity?  If so, have you been asked if you are the rightful owner of that boat?  Or, has your bank requested you to confirm you are an officer/director or member/manager of your company?  If so, Incserv has a solution that might work!

Below are two examples of how we have assisted with Incumbency requests:

The owner of a boat contacted Incserv needing quick, fast help.  His boat was stuck in Port with the authorities requesting additional documentation to show he was an officer of the Corporation (that owned the boat).  Incserv prepared a Certificate of Incumbency, including his name as officer of the Corporation.  The Incumbency was prepared with Apostille and shipped off to the client the same day.  The client confirmed 2 days later that he received the documents and was able to move through the Port.

Incserv assisted another client with preparation of an Incumbency Certificate – the client was pleased with the process and how quickly it was turned around.  Feedback from the client: “Very good experience. It was handled very professionally.”

If you have additional questions or need assistance with obtaining a Certificate of Incumbency, give us a call or email us. Please note – Incserv must be the Registered Agent of a company in order to prepare a Certificate of Incumbency. If you require a Certificate of Incumbency and we are not the Registered Agent, ask us about changing your Registered Agent.


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Delaware Secretary of State Employee Recognition Luncheon

On Friday, December 18, 2020Delaware Secretary of State – Division of Corporations will be closed between the hours of 1:00 PM and 3:00 PM (ET) for their employee recognition luncheon. State services have been altered.

All 30 Minute and One-Hour service filings must be received prior to 7:00 PM (ET) and Two-Hour service filings will need to be received prior to 6:00 PM (ET).  All other cut-off times will remain unchanged.

The DE Secretary of State will not be available between 1:00 PM and 3:00 PM (ET).  All 30 Minute, One-Hour and Two-Hour filings will not be processed during this time.  Filings which need filing prior to the event must be received by the DE Secretary of State before 12:00 noon.

We will be able to secure filing dates and times until 10:29 PM (ET).

To meet these deadlines, Incserv must receive all filings AT LEAST 15 MINUTES before the DE Secretary of State
corresponding cut-off times.

If you have questions or concerns, please contact our office at  302.531.0855, 800.346.4646 or

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