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Delaware Public Benefit Corporation Certificate
Incorporate a Delaware public benefit corporation, with profit and a stated public mission both written into the charter.
What is a Delaware Public Benefit Corporation Certificate?
A Delaware Public Benefit Corporation Certificate is the charter that incorporates a Delaware public benefit corporation, a for-profit whose stated public mission is written into the charter alongside profit.
Mission-driven founders who want a for-profit that is legally bound to balance stockholders, stakeholders, and a specific public benefit.
Delaware Public Benefit Corporation Certificate template, current for 2026
Uses the current DGCL Subchapter XV (as amended through 2024-2025) framework, including the simplified PBC conversion and reporting standards, with a required specific-public-benefit statement.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Delaware Public Benefit Corporation Certificate as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- What is the exact legal name of the public benefit corporation? Must include a corporate ending. Under 8 Del. C. 362(c), a PBC's name may (but need not) contain 'public benefit corporation', 'P.B.C.' or 'PBC'; it must still include a standard ending (Inc., Corp., Company, Corporation, etc.).
- Should the name signal its PBC status in the corporate ending? Delaware lets you add 'PBC' or 'P.B.C.' so third parties instantly see it is a public benefit corporation. Choose how the ending should read.
- Who is the Delaware registered agent, and what is the registered office address? Every Delaware corporation must maintain a registered agent with a physical Delaware street address (8 Del. C. 131-132). Most use a commercial agent (e.g., Corporation Service Company).
- State the specific public benefit(s) this corporation will promote. This statement is required by 8 Del. C. 362(a) and defines the PBC. It must identify one or more specific public benefits, meaning a positive effect (or a reduction of negative effects) on persons, entities, communities, or interests of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological nature.
- Which specific persons, communities, or interests are the intended beneficiaries of that public benefit? Delaware requires the board to balance stockholders' pecuniary interests, the interests of those materially affected by the corporation's conduct, and the stated public benefit. Naming the affected constituencies sharpens the mission and directors' balancing duty.
- Do you want a 'mission lock', a supermajority vote requirement to amend or remove the public-benefit purpose or to convert away from PBC status? Delaware's default (8 Del. C. 363) requires only a normal amendment vote to change these once the PBC is formed. A charter-level supermajority protects the mission against future dilution, which mission-aligned investors value.
- What capital (stock) structure do you want? Determines the classes of authorized stock. Single-class common is simplest (common for early formation); the two-class structure reserves blank-check preferred for future financing rounds.
- How many shares of common stock will be authorized? Total common shares the corporation may issue. A common early-stage default is 10,000,000. Delaware franchise tax is affected by authorized shares and par value.
- What is the par value per share of common stock? A nominal par value (e.g., $0.0001 or $0.00001) is standard and keeps franchise tax low under the assumed-par-value method. 'No par value' is also permitted.
- How many shares of preferred stock will be authorized? Only needed if you chose common + preferred. This is the pool of 'blank check' preferred the board may later designate into series (e.g., Series Seed, Series A).
- What is the par value per share of preferred stock? Typically matches the common par value.
- Who is the incorporator signing and filing this certificate? The incorporator executes and files the certificate (8 Del. C. 101-103). Often a founder or the filing attorney/paralegal. Only a name and mailing address are required.
- Will you name the initial board of directors in the certificate? Naming initial directors in the charter lets them (rather than the incorporator) take the first organizational actions. Otherwise the incorporator organizes the company and appoints directors by written consent.
- List the initial director(s): full name and mailing address for each. One director per line. These individuals will serve until the first annual meeting or until successors are elected.
- How often will the corporation give stockholders a public benefit report? Delaware requires a statement to stockholders at least biennially (8 Del. C. 366(b)). Many PBCs commit to annual reporting for stronger accountability. You may also elect a third-party standard or public posting.
- Will the corporation measure its benefit performance against a recognized third-party standard (e.g., B Lab / B Impact Assessment)? Delaware does not require a third-party standard (unlike some other states), but adopting one signals rigor and can support B Corp certification.
- Will the benefit report be made publicly available, as well as given to stockholders? Delaware does not require it. Public posting is a common transparency commitment for PBCs and B Corps.
- Include the standard director (and officer) exculpation clause limiting personal monetary liability? Under 8 Del. C. 102(b)(7), the charter may eliminate director/officer liability for breach of fiduciary duty (with statutory carve-outs). This is near-universal and important for recruiting directors. Delaware also clarifies that PBC directors are not liable to third-party beneficiaries for balancing decisions.
- Include a mandatory indemnification / advancement-of-expenses clause for directors and officers? 8 Del. C. 145 permits broad indemnification. A mandatory clause (to the fullest extent of law) is standard and helps attract fiduciaries.
- May stockholders act by written consent in lieu of a meeting? Early-stage companies with few stockholders usually allow written-consent action for speed. Later-stage/public-facing companies often prohibit it.
- Include a Delaware exclusive-forum clause for internal-affairs and derivative litigation? Charter forum-selection clauses designating the Delaware Court of Chancery are enforceable and reduce multi-forum litigation risk. A federal-forum provision for Securities Act claims can be added too.
- When should the certificate become effective? A Delaware certificate can be effective on filing or on a specified later date/time (up to 90 days out) under 8 Del. C. 103(d).
- What is the specified effective date? Must be no more than 90 days after the filing date.
- What is the date the incorporator will sign this certificate? The date the incorporator executes the certificate for filing with the Delaware Secretary of State.
Frequently asked
About the Delaware Public Benefit Corporation Certificate and how HDAi works.
What is a Delaware Public Benefit Corporation Certificate? +
A Delaware Public Benefit Corporation Certificate is the charter that incorporates a Delaware public benefit corporation, a for-profit with a stated public mission written into the charter alongside profit. Mission-driven founders use it when they want a for-profit that is legally bound to balance stockholders, stakeholders, and a specific public benefit.
Is HDAi's Delaware Public Benefit Corporation Certificate legally binding? +
The Delaware Public Benefit Corporation Certificate HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Delaware Public Benefit Corporation Certificate? +
You can generate and download the Delaware Public Benefit Corporation Certificate in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Delaware Public Benefit Corporation Certificate current for 2026? +
It follows the current DGCL Subchapter XV framework (as amended through 2024-2025), including the simplified PBC conversion and reporting standards, and it carries the required specific-public-benefit statement.
How long does the Delaware Public Benefit Corporation Certificate take? +
Estimated time about 12 min (24 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Delaware Public Benefit Corporation Certificate work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
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