Harper James advises UK businesses on the corporate, commercial and governance steps involved in meeting the revised B Corp requirements under the laws of England and Wales. The changes place greater emphasis on purpose, stakeholder governance and evidence of how a company manages its social and environmental impact.
B Lab’s revised standards move away from a single points-based assessment. They introduce requirements across seven impact topics: Purpose and Stakeholder Governance, Climate Action, Justice, Equity, Diversity and Inclusion, Fair Work, Human Rights, Environmental Stewardship and Circularity, and Government Affairs and Collective Action. A company must meet the relevant minimum requirements across these areas rather than compensating for weaker performance in one area with higher scores elsewhere.
The governance requirements require a business to identify its purpose, define the interests of relevant stakeholders and give directors a structured basis for considering those interests in decision-making. For a UK company, this works alongside the Companies Act 2006, including the directors’ duty under section 172 to promote the success of the company for the benefit of its members while having regard to specified stakeholder factors. B Corp certification generally requires the company’s governing documents to reflect its wider purpose and stakeholder commitments, not only its internal policies.
The board should first review the company’s articles of association, shareholder agreement, purpose statement and board procedures. If the articles need changing, the usual process is to approve a special resolution, adopt the amended articles and file the relevant documents at Companies House. Directors should also record how stakeholder interests are considered in board papers, investment decisions, supplier selection, workforce policies and risk management. The wording should reflect the company’s actual business and ownership structure rather than copying a generic clause.
The business should then assign responsibility for each impact topic, create an evidence register and map existing policies against the revised requirements. Useful evidence includes board minutes, carbon data, pay and benefits records, supplier due diligence, grievance procedures, equality data, human rights assessments and records of public policy engagement. The board should approve a timetable for closing gaps, monitor progress through defined measures and retain records that demonstrate how policies operate in practice. Governance changes are therefore not limited to amending the articles. They affect decision-making, reporting and operational controls across the organisation.