Flexible purpose corporation

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A flexible purpose corporation is a class of corporation in California lacking a profit motive when pursuing a social benefit defined in its charter.[citation needed] A flexible purpose corporation differs from a Benefit corporation in that it targets for-profit entities seeking traditional capital market investment.[1][unreliable source?]


Flexible purpose corporations were established in California S.B 201, which was signed into law on October 9 and became effective January 1, 2012.[2]

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)[3] 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.[4]

See also[edit]


  1. ^ "New Corporate Forms: Flexible Purpose Corporations, Benefit Corporations, and L3Cs" (PDF). Morrison & Foerster USA. 24 September 2012.
  2. ^ "California Business Law Blog". Law Office of Jonas M. Grant, A.P.C USA. 24 September 2012.
  3. ^ "Bill Text - SB-1301 Corporate Flexibility Act of 2011: Social Purpose Corporations Act". Retrieved 19 February 2017.
  4. ^ "Goodbye Flexible Purpose Corporation, Hello Social Purpose Corporation". lawforchange.org. Archived from the original on 18 September 2016. Retrieved 19 February 2017.