A public benefit corporation (PBC) is a for-profit corporation whose charter names one or more specific public benefits and whose directors must balance three things: the stockholders’ pecuniary interests, the best interests of those materially affected by its conduct, and that named benefit. Delaware added the form to its General Corporation Law in 2013 (Title 8, Subchapter XV, §§ 361-368). A PBC is a legal form; a B Corp is a private certification issued by B Lab, and a company can be one, both or neither.
Section 362(a) requires the certificate of incorporation to identify one or more specific public benefits and to state in its heading that the company is a public benefit corporation. A public benefit is a positive effect, or a reduction of negative effects, on people, communities or interests other than stockholders acting as stockholders.
02
Balance three interests
Under § 365(a) the board must manage the company in a manner that balances the stockholders' pecuniary interests, the best interests of those materially affected by its conduct, and the named public benefit. Section 365(b) says directors owe no duty to the beneficiaries themselves, and a balancing decision satisfies their fiduciary duties if it is informed, disinterested and not one that no person of ordinary, sound judgment would approve.
03
Report at least every two years
Section 366(b) requires a statement to stockholders, no less than biennially, setting out the board's objectives, its standards, objective factual information and an assessment of success. A third-party standard or certification is required only if the charter or bylaws say so (§ 366(c)).
04
Limit who can sue
Under § 367, a suit to enforce the balancing duty needs plaintiffs holding at least 2% of the outstanding shares or, for a listed company, the lesser of that or shares worth at least $2,000,000.
Where you see it today
Anthropic's purpose clause, as filed
Article III of the amended and restated certificate of incorporation filed with Anthropic’s S-1 on 26 October 2026 reads: “The specific public benefit that the Corporation will promote is to responsibly develop and maintain advanced AI for the long-term benefit of humanity.” The S-1 says the company was incorporated in Delaware as a PBC in January 2021 and that PBC status is consistent with its commitment to AI safety and responsibility.
How the S-1 says it will report
The board will measure public benefit performance against five mission pillars, from solving the technical problems of AI safety to AI’s benefits being shared by everyone. The charter and bylaws will not require an objective third-party standard; the S-1 expects the standards to be qualitative and says the biennial statement will be made available on Anthropic’s website.
PBC status as a risk factor
The S-1 warns that Anthropic cannot assure it will achieve its purpose, that balancing may conflict with short-, medium- or long-term financial interests, and that § 367 opens the door to balancing suits that do not exist for traditional corporations. It adds that there is limited judicial precedent on how a court would view the balancing.
The Trust on top of the PBC
Anthropic adds a Long-Term Benefit Trust, which the S-1 describes as intended to be an independent body of five financially disinterested trustees; through Class T stock it elects the directors who form a board majority. While Class T is outstanding, changing the named public benefit or dropping PBC status needs extra approval: 80% of the whole board plus the Class T holder, or stockholders at the Trust Amendment Threshold.
PBC and the forms it is confused with
Delaware PBC
What it isA legal form under DGCL §§ 361-368; the charter names a specific public benefit
Who checks itStockholders: a statement at least every two years; balancing suits limited by § 367
Benefit corporation (other states)
What it isA legal form in many U.S. states, which B Lab says is generally aimed at a general public benefit
Who checks itVaries by state; B Lab says many require reporting against a third-party standard
Certified B Corporation
What it isA private certification by B Lab, open to for-profits of any legal form
Who checks itB Lab: verified B Impact Assessment score of 80 or more; recertification every three years
Ordinary Delaware corporation
What it isThe default form, with no statutory duty to balance a named public benefit
Who checks itStockholders, under general fiduciary law
Anthropic, PBC
What it isA Delaware PBC with a Long-Term Benefit Trust that elects most of the board
Who checks itIts own board-set, qualitative standards and a biennial statement
What it means for you
Founders: write the benefit narrowly enough to guide real decisions; Delaware asks for a specific public benefit in the charter, not a general promise to do good.
Investors: read the purpose clause and the biennial statement, and note whether the company uses a third-party standard; Anthropic's S-1 says it will not be required to.
Do not mix up the labels: a PBC is a legal form chosen in the charter; a B Corp is a certification granted and renewed by B Lab.
Check who can enforce the duty: in a listed Delaware PBC a balancing suit needs holders of 2% of the shares or $2 million of stock, whichever is less.
Look past the form to control: at Anthropic, the Trust's Class T stock and the founders' Class F share decide who sits on the board, not the PBC statute alone.
The Business Engineer lens
For an AI lab, the PBC form tells public investors in advance that the mission can outweigh short-term returns, and Anthropic’s S-1 puts that trade-off in its risk factors. The Business Engineer reads the PBC as a disclosure and accountability layer; real control sits in the share classes and the Trust built on top of it.
A for-profit corporation whose charter names a specific public benefit and whose directors must balance stockholders' financial interests, the interests of those materially affected by its conduct, and that benefit.
Is a PBC the same as a B Corp?
No. A PBC is a legal form set by state law; a Certified B Corporation is a private certification from B Lab, which requires a verified assessment score and recertification every three years.
Why is Anthropic a public benefit corporation?
Its S-1 says the structure is consistent with its commitment to AI safety and responsibility; its charter names the responsible development and maintenance of advanced AI for the long-term benefit of humanity as its public benefit.
Does a Delaware PBC have to report on its benefit?
Yes. It must give stockholders a statement at least every two years on how it promotes the benefit; a public report or third-party standard is required only if its charter or bylaws say so.
The complete explainer, cleaned up and reformatted for mobile.
PROCESS & METHOD
Public benefit corporation
A public benefit corporation is a type of entity where profit is considered as important as societal, environmental, employee, and community-based impact.
Step-by-Step Process
1
Pass the test
The first step in a B Corp application is to take a test with a government body called B Lab.
2
Telephone interview
If the company has achieved a score of at least 80 out of 200, a B Lab staff member will then conduct a telephone interview to discuss the results and verify their accuracy.
3
Adopt the framework
In step three, the business starts the internal process of adopting the B Corporation legal framework.
4
Make the certification official
To make the certification official, the business must complete and sign the B Corp Agreement and the Declaration of Interdependence.
Strengths
✓Purpose – the purpose of a PBC is to create general public benefit.
✓Accountability – in a PBC, the board of directors has extra accountability in that the financial interests of…
✓Transparency – benefit corporations must report on how they achieve public benefit.
✓Performance – in the United States and Canada, PBCs must be recertified every three years and achieve a minimum…
✓Cost – like reporting mechanisms, the cost of registering a PBC depends on location.
Limitations
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Real-World Examples
Target
Key Insight
Fifty Eight co-founder Quintin Lake, whose sustainable value chain — as explored in how AI is restructuring the traditional value chain — company scored an impressive 156.6 , noted that the rigorousness of the test “ made us more aware of what we were actually doing and affirmed to us actually, that the stuff that we’re already doing was having…
Exec Package + Claude OS Master Skill | Business Engineer Founding Plan
FourWeekMBA x Business Engineer | Updated 2026
Understanding public benefit corporations
Under Delaware law, a public benefit corporation is a for-profit corporation that is intended to produce a public benefit and to operate in a responsible and sustainable manner. Its directors must balance the stockholders’ pecuniary interests, the best interests of those materially affected by the corporation’s conduct, and the specific public benefit named in its certificate of incorporation (Delaware Code, Title 8, § 365). It is not the same thing as a Certified B Corporation, which is a private certification issued by B Lab.
How B Corp certification works (a separate process from PBC status)
B Corp certification is not a legal form: it is a private certification run by B Lab, and it is often confused with PBC status. According to the U.S. Chamber of Commerce, there are four steps a new or existing company needs to complete to become a certified B Corporation.
Step 1 – Pass the test
The first step in a B Corp application is to complete the B Impact Assessment, run by B Lab, a nonprofit.
The questions are asked across five key categories, and we’ve taken the liberty to include a sample question for each:
Governance – What percentage of management is evaluated (in writing) on their performance across corporate, social, and environmental targets?
Workers – What percentage of the company is owned by full-time employees? (This excludes the company’s executives and its founders).
Community – What percentage of the company’s management is comprised of individuals from underrepresented populations? This may include women, the disabled, minority-excluded populations, and those from low-income areas.
The environment – Does the company monitor and record its level of waste production?
Customers – What procedures are in place to verify whether a product or service improves the impact of customers or client organizations?
Once the test is completed, the business will receive a score on its existing processes and procedures. The business in question needs a score of at least 80 to pass the test and it can also compare its results to industry peers for clarity.
Fifty Eight co-founder Quintin Lake, whose sustainable value chain company scored an impressive 156.6, noted that the rigorousness of the test “made us more aware of what we were actually doing and affirmed to us actually, that the stuff that we’re already doing was having the kind of impact we wanted it to.”
If the company has achieved a score of at least 80 out of 200, a B Lab staff member will then conduct a telephone interview to discuss the results and verify their accuracy.
Then, the business has the opportunity to identify, track, and learn about best practices and other opportunities. Also available are customized improvement reports, case studies, and assistance with goal setting to improve the company’s impact.
Step 3 – Adopt the framework
In step three, the business starts the internal process of adopting the B Corporation legal framework. This involves amending its articles of incorporation with language that reflects cognizance of B Corp principles as well as instituting a mission-driven commitment.
The framework ensures that the newly formed B Corp is accountable (from a legal perspective) to all its stakeholders – whether that be customers, suppliers, communities, workers, and the environment.
The framework also guarantees the company will continue to exhibit stakeholder governance principles even after leadership changes or capital raises. What’s more, the framework provides increased flexibility when the company evaluates potential sale and liquidity-related options.
Step 4 – Make the certification official
To make the certification official, the business must complete and sign the B Corp Agreement and the Declaration of Interdependence. In general, the document details the conditions and expectations of certification.
Once certified, the company must pay an annual certification fee (based on revenue) and, as we noted earlier, recertify every three years.
Examples of public benefit corporations
Kickstarter is one example. The guide at the top of this page covers Anthropic, which filed its S-1 as Anthropic, PBC in October 2026.
Kickstarter
Creative project crowdfunding platform Kickstarter is also a public benefit corporation. When the company became known as Kickstarter PBC in 2015, it outlined a new charter to explain how the mission would look beyond profit potential.
Some of the key points of this charter include
The donation of 5% of after-tax profit toward music and art education and also to other organizations tackling systemic inequality.
Extra paid leave for employees to mentor and train underrepresented groups in art, business, and technology, and
Investment in green infrastructure, support of sustainable modes of transportation, and the use of key environmental criteria when selecting vendors.
Key takeaways
A public benefit corporation is a for-profit corporation whose directors must balance stockholders’ pecuniary interests, those materially affected by its conduct, and a specific public benefit named in its charter.
A PBC is a legal form; a B Corp is a private certification from B Lab.
Gennaro Cuofano is a CRO and tech executive who has worked in AI since late 2015, starting with bringing NLP, natural-language generation, voice and chatbot products to the marketing industry. His background is in law and finance: he holds a Master's degree in Law and an International MBA with an emphasis on corporate finance (LUISS Business School and the University of San Diego, 2012), and worked as a financial analyst at a real-estate investment firm in San Diego and as an assistant controller. His work focuses on business model strategy, business engineering and, more broadly, structural analysis: how companies make money, read from their own filings. He created FourWeekMBA and leads research there and at The Business Engineer, his newsletter on AI and business strategy, with over 95,000 subscribers and more than 1,000 published analyses. His writing has also appeared on Entrepreneur (for example, How to Digitize a Family Business in Europe) and HackerNoon. Find him on LinkedIn and Substack. See how we source.
