A public-benefit corporation (PBC) is a for-profit corporation whose charter commits it to a specific public benefit alongside profit, legally requiring its directors to balance shareholder returns against that benefit and the interests of people the company affects.
In the United States, PBCs are created under state law, and 📝Delaware's statute is the most widely used because most large US companies incorporate there. A PBC sits between a conventional corporation and a nonprofit: unlike a nonprofit, it can raise equity, pay dividends, and list on a stock exchange; unlike a conventional corporation, its directors are not bound to put shareholder value ahead of its stated mission. Notable PBCs include 📝Anthropic, 📝Kickstarter, 📝Warby Parker, and 📝Allbirds. The term also carries an older, unrelated meaning in some jurisdictions, where it describes government-created bodies such as public authorities and crown corporations.
Key Facts
- Category: for-profit corporate legal form
- First US benefit-corporation law: Maryland, 2010
- Delaware PBC statute: effective August 1, 2013 (Delaware General Corporation Law §§ 361–368)
- Charter requirement: the certificate of incorporation must name one or more specific public benefits
- Director duty: balance stockholders' financial interests, the best interests of those materially affected, and the stated public benefit
- Reporting: Delaware PBCs report to stockholders on their public benefit at least every two years
How It Works
- Stated benefit — the company names its public benefit in its charter, which makes the mission part of its legal identity rather than a marketing claim.
- Balancing duty — directors must weigh profit, stakeholder interests, and the public benefit together, which modifies the shareholder-first 📝Fiduciary Responsibility that governs conventional corporations.
- Protection for mission decisions — a board that forgoes some profit to serve the stated benefit is shielded, provided its decision is informed, disinterested, and not irrational.
- Limited enforcement — only stockholders can sue to enforce the balancing duty, and in Delaware they must hold at least 2% of shares, or $2 million in value for listed companies.
- Conversion — an existing Delaware corporation can become a PBC by stockholder vote, which 2020 amendments lowered to a simple majority.
Why It Matters
The PBC form lets a company pursue a mission without giving up access to capital markets, which has made it the structure of choice for frontier AI labs that argue their technology carries public-scale risk. Anthropic has operated as a Delaware PBC since its founding. Its stated public benefit is the responsible development and maintenance of advanced AI for the long-term benefit of humanity, and it pairs the form with a Long-Term Benefit Trust of financially disinterested trustees who elect a growing share of its board. OpenAI moved its for-profit arm into the same structure in October 2025 as OpenAI Group PBC.
Critics note that the balancing duty is loosely defined and rarely enforced, so a PBC's mission is only as strong as its board's commitment and any added governance, such as Anthropic's trust. That tension resurfaced in September 2026 as Anthropic's IPO prospectus described how it would remain a PBC as a public company.
FAQ
What is a public-benefit corporation?
A public-benefit corporation is a for-profit company legally committed to a stated public benefit in addition to profit. Its directors must balance shareholder returns against that benefit and the interests of those the company affects.
What is the difference between a PBC and a B Corp?
A PBC is a legal structure created under state law; a 📝B Corp is a private certification awarded by the nonprofit B Lab based on measured social and environmental performance. A company can be a PBC, a certified B Corp, both, or neither.
Is Anthropic a public benefit corporation?
Yes. Anthropic is a Delaware public benefit corporation whose stated public benefit is the responsible development and maintenance of advanced AI for the long-term benefit of humanity.
Can a public benefit corporation go public?
Yes. Warby Parker and Allbirds listed on US exchanges as PBCs in 2021, and Anthropic's reported prospectus describes remaining a PBC after its IPO.
How is a PBC different from a nonprofit?
A PBC is owned by shareholders and can distribute profits to them; a nonprofit has no owners and must reinvest any surplus in its mission.
Related
- 📝T Corporation — a proposed variation on stakeholder governance
- 📝Anthropic IPO — the prospectus that tests the PBC form at public-market scale
- 📝OpenAI — the other frontier AI lab structured as a PBC