B Corp: what the certification does and does not mean in law
B Corp is not a legal form and not a product label. It is a private certification of an entire company by the American foundation B Lab. New requirements have applied since 2025: the old threshold of 80 points has been replaced by mandatory performance on seven impact topics. For Dutch companies, the anchoring in the articles of association is the part that matters most in law.
The short answer
- B Corp is a voluntary private certification for for-profit companies, granted by B Lab.
- It is not a legal form. The Netherlands has no equivalent of the French société à mission.
- B Lab published new standards in April 2025. The scoring model with 80 points has been replaced by mandatory requirements on seven impact topics.
- Dutch private and public limited companies must amend their articles of association: a social purpose and a broadened duty for the board.
- Those provisions in the articles operate mainly internally. Third parties can generally base no claim on them.
- Certification does not release you from statutory obligations, and using the logo amounts to a sustainability claim.
What B Corp is and is not
B Lab certifies the company as a whole, not a product or a production site. That sets B Corp apart from product labels. It also sets B Corp apart from any statutory status.
Three misunderstandings are common.
B Corp is not a legal form. In the Netherlands you remain a BV or an NV. Certification changes nothing about your liability, your tax position or your obligations under Book 2 of the Dutch Civil Code (Burgerlijk Wetboek, BW).
B Corp is not proof of compliance. Certification tests your performance against the B Lab standard, not against the law. You can be certified and at the same time be in breach of a European obligation.
B Corp is not a product label. The logo says something about the company. If you use it on a product, consumers may gain the impression that the product itself is certified. That carries a risk under claims law.
The current requirements
B Lab published new standards on 8 April 2025. This is the largest change since certification began.
The old model worked with the B Impact Assessment. A company had to score at least 80 of the 200 points, spread over five areas. Weak performance in one area could be offset by strong performance elsewhere.
That offsetting model has been abandoned. Under the new arrangement, every B Corp must meet mandatory requirements on seven impact topics.
| Impact topic | Core |
|---|---|
| Purpose and Stakeholder Governance | Anchoring stakeholder interests in decision-making and monitoring performance. |
| Climate Action | A climate plan aimed at 1.5 degrees; larger companies set science-based targets. |
| Human Rights | Assessing and limiting adverse impacts in your own activities and in the value chain. |
| Fair Work | Good quality work, fair pay and a voice for employees. |
| Environmental Stewardship and Circularity | Limiting environmental impact across the entire value chain. |
| Justice, Equity, Diversity and Inclusion | An inclusive working environment and a contribution to just communities. |
| Government Affairs and Collective Action | Responsible influencing; the largest companies publish tax information. |
Three basic requirements apply alongside these.
- You are validly incorporated, have been active for at least twelve months and comply with laws and regulations.
- You sign the legal commitment and the Declaration of Interdependence.
- You complete a risk profile using the B Lab risk tool.
The number of sub-requirements scales with size, sector and location. B Lab mentions a range of roughly twenty to well over a hundred sub-requirements. After certification, an improvement path applies with additional requirements after three and after five years. Recertification remains in principle a three-yearly cycle.
A phased approach applies to the transition. Companies recertifying between 2026 and 2028 move across to the new standards.
The legal side: anchoring in the articles of association
The element with real legal consequences is the so-called legal requirement. A Dutch BV or NV must amend its articles of association. B Lab makes model wording available for that purpose.
The amendment has two elements.
- A social purpose. The objects clause states that the company also aims to have a material positive impact on society and the environment.
- A broadened duty for the board. In its decision-making, the board expressly weighs the consequences for employees, suppliers, customers, the community and the environment, in the short and the long term.
That broadening fits the law as it stands. Article 2:129(5) and Article 2:239(5) BW already contain a comparable standard. The board is guided by the interest of the company and the enterprise connected with it. The provision in the articles makes explicit which interests are weighed in doing so. See also our page on sustainability and the Corporate Governance Code.
What are the consequences? Mainly internal. The provisions give content to open standards, such as the reasonableness and fairness of Article 2:8 BW. They may carry weight in inquiry proceedings before the Enterprise Chamber (Ondernemingskamer) and in assessing directors’ liability under Article 2:9 BW. Third parties outside the company can generally base no claim on these provisions in the articles.
Watch how durable the arrangement is. The articles of association can be amended by the general meeting. If you want firmer anchoring, you can work with a foundation holding priority shares, with a right of approval over amendments to the articles, or with restrictions on distributions. See further our page on corporate social responsibility.
Relationship with statutory obligations
Certification stands alongside the law and does not replace it.
If you are subject to the CSRD, that obligation remains. Following the Omnibus I package, the CSRD applies from more than 1,000 employees and more than EUR 450 million net turnover. The first report covers financial years from 1 January 2027. B Corp data are not CSRD reporting and follow a different system. See our pages on the CSRD and ESG reporting.
The other way round, your B Corp file may well be useful. The topics overlap with what you have to record for reporting and value chain obligations in any event. So set those processes up once.
If you supply a large company, the value chain protection applies. Companies with no more than 1,000 employees on average need not supply more than the VSME standard requires. A contractual provision that goes further is not enforceable. B Corp certification changes nothing about that.
B Corp and claims law
This is the point most often underestimated. Using the B Corp logo is a sustainability claim aimed at consumers.
Stricter rules apply from 27 September 2026 under Directive (EU) 2024/825. A sustainability label may only be used if it is based on a certification scheme or has been established by a public authority. B Corp rests on a B Lab certification scheme with external verification. Using the logo as such is therefore not inherently problematic.
The risks lie elsewhere.
- Wrong scope. The logo on a product suggests product certification. Make clear that it is the company that is certified.
- Expired certification. Stop using the logo once certification has ended or been suspended.
- Translation into general claims. Going from “we are a B Corp” to “we are sustainable” or “climate neutral” is a step too far. General environmental claims without demonstrated excellent performance appear on the blacklist.
- Group context. If only one entity is certified, do not communicate as though the whole group is.
The ACM supervises this and may impose an order or a fine. You can read more on our page on greenwashing and environmental claims.
Frequently asked questions
Does amending the articles make directors more liable? Not directly. The provisions create no new rights of action for third parties. They may, however, carry weight in giving content to open standards and in assessing proper management.
Does the threshold of 80 points still apply? No. Under the standards of April 2025 the cumulative scoring model has been replaced. Mandatory performance on seven impact topics now applies, with an improvement path after three and five years.
Does B Corp replace our ESG reporting? No. They are different systems with different requirements. The underlying data do overlap, so you can organise the data collection jointly.
Contact
Are you considering B Corp certification, or would you like to know whether your articles of association and your communications are in order? Contact Law & More in Eindhoven or Amsterdam. We guide the amendment of the articles and review your claims, in Dutch and in English.
