B Lab (Hong Kong&Macau) is here to assist businesses dedicated to the balance of profit and purpose.
How to become a B Corp in Hong Kong and Macau
Three Pillars of B Corp Certification

Score 80 or above: B Impact Assessment

    • Which companies can become Certified B Corps?

    • How to apply for the B Corp Certification?

    • What happens after submitting the B Impact Assessment?

    • What is the verification process?

Obtain the B Corp Legal Requirement

  • What is the B Corp legal requirement?
  • Why is the HK Legal requirement important?
  • How to meet the HK legal requirement?

Pass the Verification Process

  • What are the final procedures of getting certified?
  • What is the annual certification fee?
  • What does my annual certification fee cover?

Score 80 or above for B Impact Assessment

  • For Profit companies
  • Any size in any country
  • Over 1 year of operation –  B Lab define the operational date as the initial date in which the company had at least one individual (employee or working owners) contributing greater than 35 hours per week to the company and was formally engaged with a supplier or client. For companies less than 1 year of operation, Pending B Corp Certification is another option. Or, the companies are welcome to continue the B Impact Assessment to measure, improve and set aspirational goals for their impact.
  • There are two certification approaches, one is the Standard Approach and the other is the Large Enterprise Approach.
  • For companies with below condition, Standard Approach is applied to them. 

Revenue < US$100 M or < US$1B and

Number of Subsidiaries < 10, or

Number of Countries with operation < 5, or

Number of Industries 1-2

  • Companies that fall under the standard approach can access https://app.bimpactassessment.net and go through the B Impact Assessment, a free, online platform that evaluates how companies interact with their stakeholders. Once they score 80 or above, they are eligible to apply for the certification.
  • They can submit their assessment via the online B Impact Assessment platform.
  • For companies which are not under the Standard Approach, Large Enterprise Approach or Multinational Company Approach will be applied.  Please contact B Lab (HK & Macau) for more detail.
      • After submission of application, the assessment will be reviewed by the B Lab Standards Trust Team.   The review process involves different stages as below.
        • Evaluation Queue –> B Lab has received your submission
        • Evaluation –> B Lab has begun to evaluate your Assessment
        • Verification Queue –> Evaluation has been completed!  B Lab is waiting for team capacity to become available.
        • Verification –> Here we go. B Lab is actively verifying your Assessment with you.
        • Improvement –> B Lab has recommended update some answers or increase your score before entering Verification again.
        • Post Verification –> Just a few more items to button up
      • Companies with the verified score 80 or above and are able to meet the B Corp Legal Requirement, they are eligible for being certified as B Corporation.
      • For companies which are not under the Standard Approach, Large Enterprise Approach or Multinational Company Approach will be applied.  Please contact B Lab (HK & Macau) for more detail.

The verification process involves multi-steps as below.  The purpose is to verify social and environmental performance.

    1. The company Uploads requested supporting documentation to the Verification Report in the BIA
    2. The Standards Analyst assigned to work with the company will review the information provided and select additional questions for review.
    3. If applicable, the company will schedule a review call to discuss certain responses in the company’s Assessment for further clarification
    4. The company provides final supporting documents and clarifications to complete the Assessment Review.

    The length of the verification process will depend on the company’s size and complexity and the availability of the company’s team and B Lab staff.  It is a rigorous process. It is not uncommon that the score is reduced during the process and additional improvements are required to pursue the certification.

    Obtain the legal requirement

    There are three key pillars to the B Corp Certification process: completing the B Impact Assessment (“BIA”), meeting the B Corp Legal Requirement, and passing the verification process administered by B Lab.

    To meet the B Corp Legal Requirement is essentially taking a step to integrate stakeholder consideration into the governance structure of the business, and how to achieve this varies from jurisdiction to jurisdiction.

    It may be met either by adopting the Benefit Corporation legal form where such legal form is available (e.g. in 36 states and District of Columbia in the United States), or amending the constitutional or governing documents of an entity to include language that legally commits the business to consider stakeholders’ interests, where such language has been drafted and approved by B Lab for that particular jurisdiction (e.g. in United Kingdom, Australia, and now Hong Kong).

    The B Corp Legal Requirement for Hong Kong (“HK Legal Requirement”) comes into effect on January 1, 2021, and is applicable to all existing or prospective B Corps that are in the legal form of a company or partnership. You may view the suggested language here as approved by B Lab to be integrated in the constitutional or governing documents of a company (i.e. articles of association).

    For the avoidance of any doubt, there is no Hong Kong legislative process for this HK Legal Requirement to become part of any Hong Kong legislation.  Adopting this HK Legal Requirement is not required under Hong Kong law or regulations, but is only required by B Lab for Hong Kong B Corps as part of B Corp Certification.

    For more details on the background of the suggested language, and the suggested language for partnerships and limited partnerships, please refer to the document titled Explanatory Note – B Corp Legal Requirement for Hong Kong”.

    The HK Legal Requirement is now expected for Hong Kong entities wishing to obtain B Corp Certification, and it is important because it is intended to align internally the “mission lock” of the B Corp by integrating stakeholder consideration in the constitutional or governing documents of the entity. This is related to meeting the “governance” aspect of the BIA for the B Corp Certification, and demonstrates a B Corp’s commitment towards considering interests of stakeholders (workers, environment, customers and community).

    The HK Legal Requirement covers two key aspects:

    1. To make clear from the outset that it is an object of the company, through its business and operations, to create a material positive impact on society and environment.
    2. Each director is expected and empowered to take into account the interests of stakeholders other than the shareholders or members, to act in the way he or she considers, in good faith, most likely to achieve the objects of the company, including or being to create material positive impact on society and environment.  In this regard the HK Legal Requirement further clarifies and provides for the manner and extent to which environmental and social factors can be taken into account.

    An existing company seeking B Corp Certification would need to amend its articles of association by special resolution (i.e. a resolution passed by a majority of at least 75% of members) to include the language of the HK Legal Requirement.

    A new company seeking B Corp Certification should include the language in its articles when the company is incorporated.

    A partnership or limited partnership would need to include the suggested language in its partnership agreement or deed of partnership, and if a partnership or limited partnership does not have a written governing document, it is required to adopt one in order to include the suggested language for B Corp Certification.

    Adopting the HK Legal Requirement has important legal implications. Legal advice should be sought to fully understand these implications as specific to the legal form and also with respect to the specific business activities and operations of the entity, besides any legal assistance in amending the constitutional or governing documents of the entity.  Some key aspects to consider are (using company as example):

    • The implications of the HK Legal Requirement should be properly communicated with or between all shareholders and directors of the company, as the HK Legal Requirement involves key provisions in the contract between the shareholders and the company (i.e. the articles of association) and regarding directors’ duties as explained above.
    • Fulfilling the commitment as set out in the suggested language would require the B Corp to have proper governance structure and system in place, such as board diversity to anti-discrimination policy to a high standard of decision-making process to ensure stakeholders’ interests are considered consistent with the adopted object.
    • An existing or prospective B Corp may also need to confirm whether any consents by or notices to any authorities or any third party or any other actions are required in relation to an amendment of the articles of association.

    Legal Requirement Tools & Resources

    Pass the verification process

    • Companies sign the B Corp Declaration of Interdependence.   
    • Companies pay the annual certification fees.  The Certification fees are calculated according to the revenue of the company and based on the principles of inclusivity, transparency and fairness.  (Attached fee list for reference)
    • Once certified, each B Corp can show its company profile and its Impact Score transparent on the B Corp Directory, allowing the public to see the areas in which specific companies excel and compare B Corps’ scores against the performance of the mainstream business.
    • Certified B Corporations are required to recertified in every three years

    The Certification fees are calculated according to the revenue of the company and based on the principles of inclusivity, transparency and fairness.

    Pricing in US Dollars

    Annual Sales Annual Certificate
    $0-$149,000 $500
    $150,000-$1.9MM $1,000
    $2MM-$4,9MM $1,500
    $5MM-$9.9MM $2,500
    $10MM-$19.9MM $5,000
    $20MM-$49.9MM $10,o00
    $50MM-$74.9MM $15,000
    $75MM-$99.9MM $20,000
    $100MM-$249.9MM $25,000
    $250MM-$499.9MM $30,000
    $500MM-$749.9MM $37,500
    $750MM-$999.9MM $45,000
    $1 B+ $50,000+, depending on the structure of company

    The above fees are extracted from B Lab global’s latest information. The actual annual fee will be confirmed by B Lab upon certification.

     

    Price for certification varies according to the size of your company and based on principles of inclusivity, transparency, and fairness.

    In general, B Lab costs are broken into four groups:

    • Verification and standards: Much of the annual fee you pay goes to cover costs associated with verification including expenses related to our standards review staff as well as to maintaining and developing the standards underpinning the certification.
    • Technology platforms: In addition to the certification we offer the B Impact Assessment as a free tool for companies to measure and improve their impact. These fees support the ongoing development and improvement of this tool alongside the B Hive, B Analytics, and our back office administration platforms.
    • Licensing fees: This is what you pay us to license the growing ‘B’ brand on your products, services, and marketing platforms and to support efforts to grow brand awareness.
    • Local and global movement building: Depending on the size of your company, the surplus from your fee goes to cover costs associated with growth and engagement efforts in service to a growing global movement. 

    As a non-profit organization, your certification fees cover a portion of B Lab’s operating expenses. 

    Frequently Asked Questions (FAQ)

    How does a B Corp maintain its certification?

    Certified B Corporations are required to recertified in every three years.

    How does the B Corp Legal Requirement relate to the Hong Kong legislation or law?

    There is no specific legal form for Benefit Corporation in Hong Kong, and for the avoidance of any doubt, there is no Hong Kong legislative process for the B Corp Legal Requirement to become part of any Hong Kong legislation. 

    Adopting the B Corp Legal Requirement is not a requirement under the law or regulations of Hong Kong, but a requirement by B Lab for Hong Kong’s business entities that wish to certify as B Corp, to amend the constitutional or governing documents to include suggested language developed with B Lab that incorporates stakeholder consideration into the objects and governance of the entities.

    Does a business need to consult local authorities about the B Corp Legal Requirement before adopting it?

    As set out in Q1, the B Corp Legal Requirement is not a requirement under Hong Kong law or regulations, nor is it prescribed by any local authorities in Hong Kong. The B Corp Legal Requirement is only required by B Lab for Hong Kong B Corps as part of B Corp Certification. There may however be entities that may be subject to regulation or oversight by certain government authorities that should consider and confirm whether the prior approval of the relevant authorities is required before amending the constitutional or governing documents to adopt the B Corp Legal Requirement.

    If you have questions as to whether your business entity or legal form is eligible for B Corp Certification or generally how you may be able to meet the B Corp Legal Requirement, please consult with B Lab (Hong Kong & Macau) and seek appropriate legal advice.

    Who should be involved for a company to adopt the B Corp Legal Requirement?

    To adopt the B Corp Legal Requirement, both shareholders and directors must be involved and should fully understand the implications of adopting the B Corp Legal Requirement.

    In terms of process, the articles of association must be drafted or amended (amendments must be by special resolution passed by a majority of at least 75% of shareholders) to include the language of the B Corp Legal Requirement.

    An existing or prospective B Corp may also need to confirm whether it is required to obtain any consent from, or give notice to, any third party (e.g. banks, or local government authorities as mentioned in Q2) in relation to amending its articles of association.

    It is important to note while the B Corp Legal Requirement is a reflection of the entity’s commitment to incorporate stakeholder consideration into its objects and governance, to fulfill such commitment takes more than adopting the B Corp Legal Requirement – it would require potentially new or updated policies and processes to be put in place and the general strengthening of governance for the organisation.  It is an exercise that may need to involve the whole company in its business and operations.

    Is the Hong Kong subsidiary of a Certified B Corp, whether this is a foreign or Hong Kong parent company, required to adopt the B Corp Legal Requirement for Hong Kong?

    It depends. Relevant factors include whether the subsidiary is wholly owned by the Certified B Corp parent company, whether the parent company included this subsidiary in its B Corp certification portfolio of companies, and whether the parent company had to meet B Corp Legal Requirement in the jurisdiction where it is set up and certified as B Corp. Please consult with B Lab (Hong Kong & Macau) if you are a subsidiary company of a Certified B Corp.

    What are the risk implications financially or legally to the HK B Corp Legal Requirement?

    The B Corp Legal Requirement involves key provisions in the contract between the shareholders (i.e. the articles of association) and regarding directors’ duties, therefore the implications of the B Corp Legal Requirement for shareholders and directors to commit to considering stakeholders’ interests should be properly communicated with or between all shareholders and directors of the company, although the HK Legal Requirement is not intended to create new rights for any other persons to bring claims against the company or the directors.

    Using company as example:

    The HK Legal Requirement commits the company towards achieving a positive material impact on society and environment, taken as a whole, and to consider stakeholders’ interest in achieving the company’s objects. Further, the suggested language of the HK Legal Requirement requires that directors have regard to the factors and stakeholders’ interests such as those set out in para (2) of the suggested language of the HK Legal Requirement, as part of the directors’ duties.

    It is important to note that the HK Legal Requirement is related to meeting the “governance” requirements of the BIA, and as a step that a company takes to demonstrate its commitment to considering stakeholders’ interests. By becoming a B Corp a company may be making a public pledge to consider stakeholders’ interest, and may potentially be exposed to reputational risk if it does not take this pledge seriously.  Upon adopting the HK Legal Requirement, the company may require new or updated policies and processes to be put in place in its governance and in its business and operations to further its commitment.

    As a B Corp commits towards achieving a positive material impact on society and environment and in this regard to consider stakeholders’ interests besides interests of shareholders, a B Corp may possibly be more appealing or less appealing to specific or different types of investors, lenders, customers, suppliers etc..

    The above comments are only general in nature (and not in the nature of any financial or legal advice). The risk exposure (financial or legal risks) will vary depending on the specific business activities or circumstances of each entity.

    Who could I contact to seek legal advice about the B Corp Legal Requirement?

    Adopting the B Corp Legal Requirement has important legal implications. You should seek legal advice prior to adopting the B Corp Legal Requirement.

    You may contact B Lab (Hong Kong & Macau) for suggested law firms if required.

    What is the timeline for meeting the B Corp Legal Requirement in Hong Kong?

    Existing Certified B Corps have 2 years from January 1, 2021 to meet the B Corp Legal Requirement.

    Prospective B Corps have different timeline:

    • Small enterprises (either in the form of companies or partnerships) with less than 10 employees are required to meet the B Corp Legal Requirement prior to being certified. 
    • With 10 employees or above,
      • if in the form of companies, 1 year from the date of receiving B Corp Certification
      • if in the form of partnerships, 90 days from the date of receiving B Corp Certification.

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