Public benefit corporation
A for-profit corporation that must balance stockholders' financial interests with a specific public benefit named in its charter. In Delaware it sends a benefit statement to stockholders at least every two years.
- Entiva fee to form
- $149
- Government fees to form
- $609
- Run plan
- $39 a month
- Steps to form
- 15
- Ongoing filings
- 12
- Ways to close
- 4
Who it suits, and what defines it.
The facts that decide whether it fits.
Who it suits
- Companies that want a stated public benefit written into their charter.
Key facts
- Type
- For-profit corporation with a stated public benefit
- Charter
- Must name the specific public benefit
- Benefit statement
- To stockholders at least every two years (Delaware)
- Available in
- Delaware, Nevada and most other states
- Delaware law
- 8 Del. C. §§361-368 (Subchapter XV)
- Nevada law
- NRS ch. 78B (benefit corporations)
- Delaware tax
- Same franchise tax and report as other corporations
- Nevada licence
- $500 corporate business licence (NRS 76.100)
What the law requires.
4 rules, each in plain words.
A charter that states the specific public benefit
The corporation is also identified as a public benefit corporation.
A periodic benefit statement to stockholders
Delaware requires it at least every two years, under section 366.
The same franchise tax and annual report as other Delaware corporations
Nevada: the $500 corporate business licence
Nevada benefit corporations pay it under NRS 76.100.
How Entiva forms it.
15 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
15 steps- 1Reserve the company nameOnly if needed
Optional.
- 2File the certificate or articles of incorporation
The charter states the specific public benefit and says the company is a public benefit corporation.
- 3Appoint a registered agent
The registered agent receives legal papers served on the company. Required at filing; in Delaware it needs a physical office.
- 4Sign the incorporator's consent
The incorporator signs the certificate. This step adopts the bylaws and elects the first directors if the certificate does not name them. Nothing is filed.
- 5Adopt the bylaws
The bylaws are an internal document and are not filed.
- 6Sign the first board consent
Appoints the officers and authorises the stock issuance, the EIN and the bank account. Every director signs personally.
- 7Appoint the officers
Delaware has no filing for officers. They appear on the next annual report.
- 8Issue shares to the founders
Founders give money or other value for their shares, which are recorded in the stock ledger. Nothing is filed with the state.
- 9File the 83(b) election if shares vest
Due within 30 days of the grant if the shares are earned over time (vesting). It cannot be made late.
- 10Set up the stock ledger
Entiva keeps the record of who holds what. It is never filed with a state.
- 11Obtain the EIN (US tax number)
Online if the responsible party (named on the form) has a Social Security number (SSN) or Individual Taxpayer Identification Number (ITIN).
- 12Register for state and local taxes
Covers state tax, payroll and sales tax registrations where you do business.
- 13Obtain the Nevada state business licence
Nevada benefit corporations pay the $500 licence (NRS 76.100).
- 14Prepare the bank account package
Gathers the documents a US bank asks for when a new company opens an account.
- 15Authorise Entiva to deal with the IRS
Form 2848 lets Entiva represent the company with the IRS. Form 8821 only gives access to tax information.
Documents
8- Certificate or articles of incorporation
- Registered agent consent or certificate of acceptance
- Consent to act from each named director and officer
- Nevada initial list of officers and directors
- Stamped filed certificate from the state
- Bylaws
- Unanimous written consent of the board of directors
- Restricted stock purchase agreement for founder shares
Who takes part
6- The contact named to the registered agent verifies with photo ID and a liveness check
- An incorporator verifies identity, only if an individual signs instead of Entiva
- Every director verifies with photo ID, a liveness check and proof of address
- Every senior officer verifies with photo ID, a liveness check and proof of address
- The secretary, who records minutes, verifies with ID and a liveness check
- Every 25% owner verifies, plus at least one person with substantial control
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
12 filings- File the Delaware franchise tax report
March 1 each year
- Pay the Delaware franchise tax
March 1 each year
- Pay Delaware estimated tax in instalments
June 1, September 1 and December 1, if the estimated tax is $5,000 or more
- Send the public benefit statement to stockholders
At least every two years, or more often if the charter or bylaws say
- File the Nevada annual list
Last day of the anniversary month
- Hold the annual meeting or sign a written consent
Each year, as the bylaws set
- File the federal tax return
15th day of the 4th month after year end (April 15 for a calendar year)
- Extend the filing deadline (optional)
On or before the original due date
- File the FBAR (report of foreign bank accounts)
April 15, with an automatic extension to October 15, if you hold foreign accounts
- File Forms 1099 for contractor payments
January 31 each year for Form 1099-NEC, to the IRS and to recipients
- File Forms 1042 and 1042-S for payments to foreign persons
March 15 each year, if you make such payments
- File the Delaware unclaimed property report
March 1 each year, for most companies
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director
- Appoint an officer
- Issue new shares
- Record a share transfer
- Grant stock options
- Change the public benefit or exit PBC status
- Change the company name
- Change the registered agent
- Amend the bylaws
- Register to do business in another state
How it closes.
4 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary dissolution
The stockholders decide to close.
- 1
The board adopts a resolution to dissolve
- 2
The stockholders approve in writing
- 3
File the final franchise tax report
- 4
Pay the franchise tax
- 5
File the certificate of dissolution
- 6
Notify the IRS on Form 966 within 30 days of the plan
- 7
File the final payroll returns
- 8
File the final federal tax return
- 9
Withdraw from each other state
- 10
Resign the registered agent
- 11
Deactivate the EIN
Exit public benefit status
The stockholders approve.
- 1
Amend the charter to end public benefit status
Merger or conversion
A restructuring.
- 1
File a certificate of merger
- 2
Or convert to another form
Voidance, then revival
The franchise tax is unpaid.
- 1
The state voids the charter
- 2
Revive the corporation and pay back taxes and penalties
What Entiva does for you.
From the first filing to the last.
Public benefit corporation
- Files the certificate of incorporation with the public benefit stated in the charter.Formation
- Appoints the registered agent and records your communications contact.Ongoing
- Prepares the first board consent for each director to sign personally.Formation
- Issues founder stock, records it in the stock ledger and flags the 83(b) deadline.Formation
- Prepares the public benefit statement and delivers it to stockholders.Governance
- Prepares the Delaware franchise tax report, files it after an officer approves and pays the tax at cost.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$149one-off
- Government fees
- $609
Steps marked only if needed are not counted.
Closing it
From $299
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- File the Delaware franchise tax report
- Send the public benefit statement to stockholders
- File the federal tax return
- Extend the filing deadline (optional)
- File Forms 1099 for contractor payments
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Register for state and local taxes
- Obtain the Nevada state business licence
- File the FBAR (report of foreign bank accounts)
- Register to do business in another state
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $149, one-off. Government fees are passed through at cost.
Delaware $75 for a 120-day reservation.
DE expedite: 24-hour $50, same-day $100, 2-hour $500, 1-hour $1,000. WY $100.
$500 for corporations under NRS 78, 78A, 78B and foreign corporations; $200 for other entities. Initial list fee of $150 is charged separately.
Excludes steps marked only if needed.
Every year
The Run plan costs $39 a month ($468 a year).
$50 filing fee for non-exempt corporations, $25 for exempt. Late: $200 penalty plus 1.5% interest per month; charter void after 1 year unpaid or unfiled.
Authorised Shares Method: $175 up to 5,000 shares, $250 for 5,001-10,000, plus $85 per extra 10,000 shares or portion. Maximum $200,000; Large Corporate Filers fixed $250,000. Non-stock for-profit non-exempt: flat $175.
Corporation minimum $150 list plus $500 licence, $650 in total. LLC $150 plus $200, $350 in total. Nonprofit list $50.
Changes
Routine changes are included in the Run plan.
Delaware: corporation amendment or restated certificate $214; LLC $220; LP $200; statutory trust $500. Nevada $175. Wyoming $60.
Delaware: corporation $214; LLC $220; LP $200; statutory trust $500; foreign corporation name-change amendment $100. Wyoming $60. Nevada $175.
Delaware: $50 for corporations, LLCs, LPs and partnerships; expedite 24-hour $100, same-day $200. Wyoming $5. Nevada $60.
Delaware figure: foreign corporation qualification $245; foreign LLC $200; foreign LLP statement $300 per partner. WY $150.
Closing it
Closing is a fixed-fee project, quoted before it starts.
$50 filing fee for non-exempt corporations, $25 for exempt. Late: $200 penalty plus 1.5% interest per month; charter void after 1 year unpaid or unfiled.
Authorised Shares Method: $175 up to 5,000 shares, $250 for 5,001-10,000, plus $85 per extra 10,000 shares or portion. Maximum $200,000; Large Corporate Filers fixed $250,000. Non-stock for-profit non-exempt: flat $175.
NV $100, NV nonprofit $50. WY $60, nonprofit $25.
Delaware foreign corporation withdrawal $175; foreign LLC, LP or partnership cancellation $200. NV foreign corporation $100, NV LLC cancellation $100. WY $60.
Delaware: corporation amendment or restated certificate $214; LLC $220; LP $200; statutory trust $500. Nevada $175. Wyoming $60.
Delaware figure: corporation $259; LLC $220; LP $200; statutory trust $500; foreign corporation merger $50. WY $60.
Delaware figure: other entity into a DE corporation $184 plus Certificate of Incorporation. DE corporation to non-DE entity $234. Into or out of a DE LLC $220. LP $200; statutory trust $500.
Delaware corporation revival $189 plus all back taxes, penalties and interest; LLC revival $220; LP $200; LLP/LLLP reinstatement $200; foreign corporation reinstatement $125.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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