Today in the Legislature I introduced Bill M216: Business Corporations Amendment Act, 2018.

The proposed amendment to the Business Corporations Act will create a new Part 2.3 in the Act that enables companies to become benefit companies. These companies will have to meet certain requirements, including:

• Committing in their articles to operate in a socially responsible and environmentally sustainable manner, and to promote specific public benefits;
• The directors must act honestly and in good faith to pursue public benefits and consider the interests of persons affected by the company’s conduct
• Reporting publicly against an independent third party standard.

The choice to become a benefit corporation status is completely voluntary and has no impact on other existing corporations, other corporate forms, taxes or government regulation

It’s generally recognized that Canadian corporate law does not have a strict “shareholder primacy” rule as the US does, so directors of companies in Canada have more discretion to pursue a broader mandate beyond maximizing shareholder profits. However, this legislation is needed to

• Provide clarity for directors and shareholders about the nature and mandate of the company – avoid the risk of a shareholder challenge regarding the director’s duties;
• Provide certainty for impact investors of the nature and mandate of the company;
• Enable companies to attract capital while being true to their mission as they grow;
• Protect the vision of the founders of benefit companies from shareholder challenges;
• Provide a simple framework for companies to adhere to that is legally and commercially recognized.

This legislation would also encourage more companies to pursue a socially responsible and environmentally sustainable approach to business, creating beneficial outcomes for society as a whole and leveraging the power of business to help us to tackle significant social and environmental challenges.

Below I introduce the video and text of the introduction of this bill.

Video of Bill Introduction

Text of Bill Introduction

A. Weaver: I move that a bill intituled the Business Corporations Amendment Act, 2018, of which notice has been given, be introduced and read a first time now.

This bill amends the Business Corporations Act, by adding a new part 2.3 to the act that would give companies the ability to incorporate as benefit companies. Doing so would provide these companies with the legal framework to operate in an environmentally sustainable and socially responsible way and to pursue public benefits, in addition to pursuing profits.

Benefit corporations differ from community contribution companies — known as C3 companies — which are hybrid businesses subject to an asset lock. Benefit companies would be required to meet standards of transparency and accountability by reporting their work against an independent, third-party standard.

By incorporating as benefit companies, businesses would achieve clarity and certainty for their directors and investors about their goals and mandate, thus enabling them to attract capital investment while staying true to their mission as they grow.

Companies that pursue a triple bottom line are on the cutting edge of rethinking the role of business in the 21st century and helping us tackle our most pressing, social and environmental issues. Government needs to support and encourage business to take on this role, and this bill is one way to do just this.

Mr. Speaker: The question is first reading of the bill.

Motion approved.

A. Weaver: I move that the bill be placed on the orders of the day for second reading at the next sitting of the House after today.

Bill M216, Business Corporations Amendment Act, 2018, introduced, read a first time and ordered to be placed on orders of the day for second reading at the next sitting of the House after today.

Media Release

Weaver introduces legislation to support companies pursuing environmental and social goals
For immediate release
May 14, 2018

VICTORIA, B.C. – Andrew Weaver, leader of the B.C. Green Party caucus, introduced legislation to enable B.C. businesses to incorporate as benefit companies. The legislation would establish a legal framework for companies pursuing social and environmental goals, rather than just profit.

“B.C. is home to incredibly innovative companies that want to play a bigger role in addressing the challenges and opportunities our province faces,” said Weaver.

“This legislation recognizes the important work being done by companies that want to have a social and environmental mission driving their business model, in addition to a profit motive. By extending legal recognition to benefit companies, B.C. will encourage more businesses to adopt this innovative business model.

“Moreover, this legislation is part of positioning our province to be a leader in the cutting edge of global economic trends. As the world turns to solutions to address major issues like climate change and technological innovation, we are seeing shifts in consumer patterns and behaviour, particularly among younger demographics. By becoming the first jurisdiction in Canada to legally acknowledge benefit companies, B.C. can best position our economy for success.”

The legislation would amend the Business Corporations Act, creating a new Part in the Act that enables companies to incorporate as benefit companies in BC. Companies would be required to commit to operating in a socially responsible and environmentally sustainable manner, and to promote specific public benefits. They would also need to report their progress against an independent third-party standard.

This legislation would ensure mission-driven companies can stay true to their mission as they grow. It is also important for allowing mission-driven companies to attract capital by providing investors with certainty about the mandate of the company, without being overly prescriptive with regards to how companies must spend profits. According to B Lab, benefit companies, which are legally recognized in over 30 US States, have raised nearly $2 billion in capital.

Weaver’s bill is his caucus’ first bill to be put through the official legislative drafting process. If passed, this legislation could become the first Private Member’s Bill from an opposition party member to be passed directly into law in British Columbia.

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Media contact
Jillian Oliver, Press Secretary
+1 778-650-0597 | jillian.oliver@leg.bc.ca