Flexible purpose corporation

History

Flexible purpose corporations were established in California S.B 201, which was signed into law on October 9 and became effective January 1, 2012.

Formerly known as the “flexible purpose corporation”, the Social Purpose Corporation (SPC) was given a new name on January 1, 2015 to better reflect the intended purpose of this corporate form.¹ ¹ In September 2014, Governor Jerry Brown signed into law an amendment (S.B. 1301) to the Corporate Flexibility Act of 2011. This amendment renamed the “flexible purpose corporation” as the “social purpose corporation”; eliminated the waiver for the MD&A requirement; and now requires directors of SPCs to consider factors such as the overall goals of the corporation and the social purposes stated in its articles in their decision-making. S.B. 1301 took effect on January 1, 2015.

In California, "The amendment, S.B. 1301, changes existing law (found under Corporations Code Sections 2500-3503) to emphasize the social-purpose nature of the FPC, most notably by changing its name to the “Social Purpose Corporation.” S.B. 1301 takes effect on January 1, 2015. On that date, existing FPCs will automatically continue their existence as SPCs.

References

References

1. (24 September 2012). "New Corporate Forms: Flexible Purpose Corporations, Benefit Corporations, and L3Cs". Morrison & Foerster USA.
2. (24 September 2012). "California Business Law Blog". Law Office of Jonas M. Grant, A.P.C USA.
3. "Bill Text - SB-1301 Corporate Flexibility Act of 2011: Social Purpose Corporations Act.".
4. "Goodbye Flexible Purpose Corporation, Hello Social Purpose Corporation".