Success in business today isn’t just about financial performance. Investors, customers, and employees increasingly expect companies to show real commitment to sustainability, ethical governance, and social responsibility. For many businesses, becoming a certified B Corporation (B Corp) is a powerful way to signal these values. It’s a globally recognised certification that proves your company is balancing profit with purpose.
Whether you’re looking to boost your ESG (Environmental, Social, and Governance) credentials, attract investment, or align your business with sustainability goals, this article walks you through the key steps to becoming a B Corp in the UK. We’ll break down the legal updates you need to implement, the expected certification timelines, and the main stages of the process, so you can anticipate challenges and plan ahead.
With recent changes to B Corp certification standards and an evolving regulatory landscape, legal guidance is more important than ever. Missteps in structuring your company’s legal framework could delay certification or create compliance risks down the line. That’s why expert legal support can be invaluable - not just to achieve certification but to make sure your business stays compliant and gets the full benefits of B Corp status.
This guide aims to bring clarity to the legal requirements and practical steps involved, helping decision-makers navigate the process with confidence. Whether you’re just exploring the idea or ready to take the plunge, understanding the legal framework is key to a smooth and successful transition.
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How do you become a B Corp?
Becoming a B Corp is a structured process requiring legal changes to the company’s constitution, an impact assessment, and ongoing compliance.
There are a number of steps required to complete the process:
- Complete the B Impact Assessment (BIA). Companies must score at least 80 out of 200 across five areas: governance, workers, community, environment, and customers. This online assessment is free to start and helps businesses identify areas for improvement before submitting for certification.
- Legal commitment. Businesses must amend their Articles of Association to embed a commitment to balancing profit with social and environmental impact. In 2024, B Lab UK introduced updated legal language that new applicants must adopt. Existing B Corps must amend their constitutional documents at their next governance update.
- Submit for verification. Once a company reaches 80+ points, it submits the assessment for verification. As of July 2024, businesses must pay:
• Submission Fee (tiered based on revenue)
• Verification Fee (one-off cost before review) - Certification and annual Fees. If approved, businesses sign the B Corp Agreement and pay an annual certification fee based on turnover. This starts at around £1,000 for smaller businesses.
- Ongoing compliance. B Corps must publish an Impact Report each year and undergo re-certification every three years to demonstrate continued progress. New standards expected in 2025 will require businesses to meet fixed performance requirements in key impact areas.
The process can take 6-12 months, and expert legal support ensures smooth certification and compliance with evolving standards.
The B Corp legal requirements
Achieving B Corp certification requires more than just a commitment to social and environmental responsibility, it involves legally embedding these values into a company’s governing structure.
To meet the legal requirements set by B Lab UK, businesses must amend their Articles of Association to reflect a commitment to balancing profit with wider stakeholder interests, including specific wording.
Key amendments include:
- Objects clause: The company’s purpose must explicitly commit to creating a material positive impact on society and the environment.
- Directors’ duties: Directors must consider the interests of all stakeholders, not just shareholders, when making decisions. This includes employees, suppliers, communities, and environmental impact.
- Decision-making processes: Directors should demonstrate that they have weighed stakeholder impact in their governance procedures.
Under UK company law, directors traditionally owe duties to act in the best interests of shareholders. B Corp status expands this duty to include stakeholders, embedding a triple-bottom-line approach (profit, people, and planet). The board must ensure that business strategies align with these broader objectives.
This shift affects board meetings and decision-making:
- Directors must document considerations of stakeholder impact in board minutes.
- Decision-making processes should reflect a measurable commitment to social and environmental factors.
- Board governance policies should be updated to align with the B Corp framework.
While B Corp status does not legally override shareholder primacy under UK law, it does require shareholders to acknowledge the company’s wider obligations. Companies should review shareholder agreements to ensure they align with the amended Articles of Association and do not contradict the new commitments.
In some cases, businesses may need to:
- Obtain shareholder consent for constitutional amendments.
- Update exit provisions, as incoming investors must understand the company’s legally embedded stakeholder obligations.
- Review any profit distribution clauses, ensuring they do not undermine the company’s long-term sustainability commitments.
You must submit the relevant form, the amended articles of association and a copy of the special resolution approving the amendments with the Registrar of Companies at Companies House within 15 days of passing the resolution.
You must allow sufficient time for the review and approval process because for companies with less than 50 employees, the B Corp legal requirement must be met before finishing the certification process. Extra time is allowed after the certification process has been finalised for companies with 50 or more employees. If you do not meet the legal requirement within the allotted time frame, B Lab can revoke or decline your certification.
Beyond constitutional amendments, businesses must comply with ongoing legal obligations as a B Corp:
- Annual Impact Reports must be prepared and published, outlining how the company is meeting its stakeholder commitments.
- Re-certification every three years requires companies to demonstrate continued progress.
- Any legal disputes (e.g., shareholder disagreements) must be assessed in light of the B Corp obligations.
The legal transition to B Corp status can be complex, particularly for SMEs unfamiliar with corporate governance changes. Lawyers play a vital role by:
- Drafting and reviewing constitutional amendments to ensure compliance with B Lab’s requirements.
- Advising on directors’ responsibilities to align decision-making with B Corp standards.
- Updating shareholder agreements to reflect stakeholder obligations.
- Ensuring compliance with UK company law while embedding social and environmental commitments.
By securing legal expertise early in the process, businesses can avoid pitfalls, streamline certification, and ensure that their B Corp commitments are legally enforceable and sustainable in the long term.
Do I need a lawyer to become B Corp certified?
Technically, no, you don’t need a lawyer to become B Corp certified. But getting the legal steps wrong could lead to certification delays or governance issues down the line.
While businesses can manage this independently, the legal changes required are not just a formality. The amendments to your Articles must use B Lab UK’s approved legal language, and your directors’ duties must be realigned to include stakeholder interests. If these changes are incomplete or incorrectly worded, your certification could be delayed or even denied.
A lawyer can streamline the process, ensuring your amendments are correct, legally sound, and future proofed. They will:
- Redraft your Articles of Association to comply with B Lab’s latest requirements.
- Advise on shareholder agreements to ensure they align with your new obligations.
- Ensure your governance structures support long-term compliance, preventing legal disputes.
However, while a lawyer can amend your legal documents, they won’t communicate with B Lab UK on your behalf. You’ll still need to complete the B Impact Assessment, handle verification, and liaise with B Lab directly.
For businesses confident in handling governance changes, legal advice may be optional. But for those unfamiliar with corporate structuring, expert legal support can prevent costly mistakes and ensure a smooth, compliant certification process.
Assistance with becoming B Corp certified
If you think becoming a B Corp is right for your business, speak to our expert corporate lawyers. They’ll guide your through the necessary steps so you can focus on building a business that balances performance with purpose.
