Venture Structures

Venture Structures

Know the difference between an NGO and a charity? Ever wonder what a B Corp is? Join our Open Dialogue Series and find out what structure is the best fit for your community changing idea!

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Non-profit, charity, b-corp, co-op, for profit, business incentives for social good, hybrid models, social enterprises. What venture structures exist in BC? How can they be leveraged? What new structures could be created?

Join our open dialogue this week on Venture Structures and find out which is the best fit for your organization or idea!

  1. 309 days ago

    Dennis Scott

    Great non profit organization, looking forward on this one. Thumbs up. Know more about dog bite lawsuit now.



  2. 312 days ago

    Lidia Siegel

    I wonder if someone might give a brief overview of the venture structures in BC. Can you also check this, best auto insurance quotes Thanks.



  3. 316 days ago

    Dennis Scott

    A great dialogue, hope to I can participate in this conversation. Visit our dvd duplication centre now.



  4. 678 days ago

    Sheila Evani

    Thank you all for participating in this discussion – I hope it was helpful! If anyone has any further questions for me, feel free to contact me at info@medhalegal.com.

    All the best and special thanks to Sonia and April for the opportunity!



    • April Dutheil

      Thanks again Sheila for your contributions to this important, and of course, foundational, discussion.

      675 days ago


  5. 678 days ago

    Elias Arjan

    Greetings all. I transitioned from the corporate world to the non-profit world three years ago. I realized that the profit at all costs (both human and environmental) model must be transitioned into a more holistic system. However I discovered the non-profit world is a world of scarcity, and so risk adverse that they rarely achieve the level of effectiveness seen in the corporate structure.

    The B-corp or CCC model is an excellent way to find a middle ground. I am seeking to form the first consulting firm dedicated to serving the CCC model in BC and would like to form connections with others dedicated to this new paradigm of business. Thanks.

    I’m starting our first dialogue on this this month, please attend and share with anyone who may be interested. It’s FREE! Thanks, I hope to meet you all sometime soon.

    http://www.inovizion.info/new-paradigm-of-business/



    • Elias Arjan

      Sorry shortened the URL. View it here: http://bit.ly/NPOBusiness

      678 days ago


    • Sheila Evani

      Hi Elias – Thanks for your comments, and best of luck in your new venture. I tried opening the link you shared, but it didn’t work. In the meantime, please share some of your previous experience working with B-Corps and community benefit corps. How have you dealt with some of the practicalities of structuring your ventures?

      678 days ago


  6. 680 days ago

    Sheila Evani

    Hi Sarah, and others – to answer your question, below is a (very basic) rundown of the kinds of venture structures available in British Columbia:

    1. Proprietorship (unincorporated business) – A proprietorship is a for-profit business that exists as an extension of its owner. This means that it is NOT a separate legal entity, so the owner is directly responsible for any liability arising from the business.

    2. Partnership – A partnership is created when one more legal entities (ie individuals, companies, etc.) carry on activities together in view of generating a profit. In BC, a partnership is created as a result of the activities and intentions of the partners, and need not be registered. In a partnership, each partner is jointly and severally liable for the actions of the other partners, unless specifically agreed upon otherwise in a partnership agreement.

    3. Company – A company is a for-profit entity, incorporated provincially under the BC Business Corporations Act, or federally, under the Canada Business Corporations Act. When a company is incorporated, it becomes a legal entity, separate from its shareholders and directors. As a result, it is the company, and not the shareholders that are held liable for any activities resulting from the company’s business activities. The powers and authority for a company arise from its articles of incorporation.

    4. Society – A society is a not-for profit corporation, created by incorporation under the BC Society Act, or federally under the Canada Not-For Profit Corporations Act. Once incorporated, a society is a separate legal entity, much like a company. Unlike a company, in a society, the members are not entitled to share in the profits of the society’s activities. Funds generated by a society must be put towards furthering the society’s constitution, which sets out the purposes and objectives of the organization. The powers and authority of a society arise from its governing legislation, as well as its bylaws.

    4. Charities – A charity is generally a society that furthers certain purposes deemed by CRA to be charitable in nature. To be considered a charity, the organization must be registered as a charity with CRA and is subject to rigorous reporting requirements. In certain cases, for-profit companies that carry-on certain charitable activities are also considered charities, although there are strict requirements that must be met in order for this to be approved.

    5. Cooperatives – A cooperative is a hybrid form of business/social purpose organization. It can be incorporated federally, or provincially, and essentially is a business that is owned and controlled by the people who use the services. Co-ops have a variety of purposes – some more professionally oriented, and some more social impact oriented.

    6. Social Enterprise – The term social enterprise has received much attention lately, but traditionally, it refers to a for-profit company, wholly-owned by a not-for profit, where the profits generated are used to support the activities of the not-for profit. In some cases, social enterprises are carried on by not-for profits without incorporating a for-profit company, but the extent to which this is permissible depends on the nature of the enterprise, and other factors set out by CRA.



    • Sheila Evani

      A word about B Corporations – At this time, BC DOES NOT have a form of for-profit company that compares to the Benefit-Corporations that exist in certain jurisdictions in the United States. However, next year, a new kind of company will be introduced under the BC Corporations Act called the Community Impact Corporation that will share some of the characteristics of these Benefit-Corporations. In the meantime, it should be further noted that B-Corps, as people refer to them here, are usually refer to companies incorporated under traditional for-profit models, that have been certified as such by a third-party certifier in the US called “B Lab”. In order to receive B Lab’s certification as a BCorp, a company must add certain social commitments to their articles of incorporation, as well as demonstrate other social impact commitments that are “audited” by B Lab on a frequent basis. For more info on the B Lab certification requirements, check out their website at http://bcorporation.net.

      680 days ago


    • Sheila Evani

      My apologies – typo – I meant, that the new form of corporation be the “Community INTEREST Corporation”.

      680 days ago


    • Sheila Evani

      Also for more information on social enterprises, as well as excellent resource material, please visit the Enterprising Non-Profits Website at http://enterprisingnonprofits.ca

      680 days ago


    • Our Local Markets

      It will be interesting to see the legislation for the Community Impact Corporation. I’ll have to search and see if I can fins a draft.

      679 days ago


    • Our Local Markets

      Is this the proposed legislation: http://www.leg.bc.ca/39th4th/1st_read/gov23-1.htm

      679 days ago


    • Sheila Evani

      Yes it is – my apologies – it is the Community Contribution Company. We are waiting for the regulations to come out to fill in some of the blanks – I’m also curious about how this form of the company will be received and utilized.

      679 days ago


  7. 680 days ago

    Sarah Eden

    I’m really interested in this discussion – primarily because of the great questions and answers below, but I’m feeling a little out of my depth with the terminology and the specifics of BC. I wonder if someone might give a brief overview of the venture structures in BC or maybe post some links for a good place to start reading about business incentives for social good in this province.

    Thanks for all of the interesting reading so far!



  8. 681 days ago

    Ashley Overholser

    What really connects the non-profit, charity, b-corp, co-op, for profit, social enterprise, and hybrid business is passion for social good, which should be reflected in discourse–How is your social venture going to set itself apart? What kind of marketing techniques will be used to reflect a commitment to social investment, social change? How can your chosen venture structure be leveraged to tell a powerful story about a community changing idea?

    See “Global Tolerance: Communications with Conscience” to learn more about the power of communication, and gain some fresh ideas on how to tell your organization’s story using positive marketing techniques http://www.globaltolerance.com/



    • Our Local Markets

      I couldn’t agree with you more Ashley. Our business plan includes serving remote communities on the west coast of Vancouver Island that normally do not have much access to fresh healthy food. I don’t know of any other organization, non-profit or otherwise, that has the same or similar plan.

      681 days ago


    • Ashley Overholser

      That is fantastic! Tell me a little bit more about how you have structured your community changing idea.

      675 days ago


  9. 681 days ago

    Jordan Konek

    Hi my name is Jordan Konek from Arviat Nunavut. I am working on a film project with youth to re-tell Inuit history and culture. Here is the link to check out some of our videos: youtube.com/skooltech. We would like to do more film work to engage the community and I take on many film contracts. Any suggestions for what structure would work best for us?



    • Sheila Evani

      Hi Jordan – thanks for your question. I just watched the vid you posted on the 2012 – Suicide Prevention Walk. Very compelling and moving stuff, but with a spirit of hope and positivity. Bravo, and I look forward to checking out some of the other vids you’ve posted. In terms of structuring your project, without having more information, I think your starting point is deciding what you want to do with your venture. What are your social goals with the film projects, and also, what are your personal goals?

      681 days ago


    • Alo Vancouver

      Jordan: Peer support in film and video is critical. Check out the Women in Film and Video Producers Workbook. You may also be able to access the assistance of the Artists Legal Outreach. We have a database of resources for artists as well as a range of peer based contacts. All by donation

      681 days ago


    • Alo Vancouver

      The Non Profit and Charities Legal Outreach makes summary legal advice available to any group of folks considering whatever structure they may need. We have just been funded for the first phase of a poject to create a space for the community benefit sector to access legal information, education and when necessary legal advice.

      681 days ago


    • Sheila Evani

      @ALO – so glad to hear about your new project. There is a HUGE need in the community benefit sector for this kind of advice – would love to learn more about it at some point.

      681 days ago


  10. 682 days ago

    Sheila Evani

    Here is a fantastic article from the Huffington Post Canada, on the increasing number of Canadian companies that are becoming B Corp certified:

    http://www.huffingtonpost.ca/2012/02/02/canada-b-corps-benefit-corporations_n_1251383.html



    • Our Local Markets

      It is a good article. The timing is right for B-Corporations. People would rather support a business that has gone through a process that ensures they are making a social impact over a business that talks the talk but may not walk it. Words are not enough.

      681 days ago


  11. 682 days ago

    Sheila Evani

    Hi April – There are many reasons I can see Canadian companies being slow to embrace the B Corp phenomenon that we are seeing in the States. Perhaps first and foremost, for start-up businesses, as good as their intentions may be at the outset, there may be practical reasons their owners are nervous about entrenching “formal” social commitments in their companies charter documents. Although they may INTEND to support social causes through their business efforts, this may not always be practical – particularly in the early growth stages of the business. Secondly, many start up entrepreneurs, (and often their professional advisors), fear that including “B Corp” commitments within a company’s constating documents may hurt the chances of start-ups obtaining financing from traditional lending institutions, and may even detract more “traditionally-minded” equity investors.



    • April Dutheil

      Is it possible to begin as a for profit company in the start-up phase then change your venture’s organization to a B Corp once it’s mature and financially stable to accommodate the social mission to a greater extent?

      681 days ago


    • Sheila Evani

      Yes it is possible to revise a company’s articles of incorporation/charter documents to include social purposes down the road – particularly if it is a small privately held company with like-minded shareholders. B Corp certification by a third-party is always an option if you are willing to comply with their rigorous reporting requirements. The problem arises if the shareholders have a view to eventually sell the Company – it’s possible that potential buyers may not wish to comply with all of the B Corp requirements. That’s not to say that a company could not include certain social purposes in its charter documents, without going the full route of becoming B Corp certified. There are many options, but the needs and objectives for every company needs to be examined on an individual basis.

      681 days ago


    • Our Local Markets

      Good question April. I was thinking along the same line as you. Good response too. Thanks Sheila. I am glad that the door is open to change.

      681 days ago


  12. 682 days ago

    April Dutheil

    Why are there so few B Corps in Canada?



  13. 682 days ago

    Our Local Markets

    I think the number one mistake people make when deciding on the structure of their new venture is they often think that a “for-profit” business is all about money and not in business to make a social impact. They can not rely on government grants or the kindness of others to stay in business. They rely on themselves…their ability to provide quality goods and services. Nowhere does it say that a for-profit business can not have a goal to make a social impact. Our primary goal is to build a stronger foundation for our community. We need the people we serve as much as they need us. I have learned here at Ashoka that a change is coming with B-Corporations. I understand the certification process is all about what the business is doing to make a social impact. .I really love the idea of supporting companies that are certified B-Corporations because then I would know they are in business to make a positive difference in society. We need to do things that perpetuate more good things.



    • Our Local Markets

      I noticed that I should clarify a statement above. When I said “they” at the start of the second sentence, I should have said “For-profit businesses.” My post should read better now. Thanks

      682 days ago


    • April Dutheil

      What structure do you have for your venture? And how did you go about choosing it?

      681 days ago


    • Our Local Markets

      We decided to go with a for-profit business structure. Originally, I asked a non-profit organization if they were interested in the idea as a social enterprize. They were interested however would not be able to commit any funding to it for at least four years. I was also responsible for drawing up the business plan on a volunteer basis. I didn’t like the idea of waiting four years nor did I like the idea of putting a great deal of work into something that may not ever happen. That’s why we decided to take on the project ourselves. I found a good business partner, someone that has experience in the local agriculture sector. He was onboard with the plan right away.

      681 days ago


    • April Dutheil

      How do you balance Our Local Market’s social mission with it’s profit model? Have there been instances where you’ve had to backtrack and re-asses this balance?

      681 days ago


    • Our Local Markets

      So far, all profit has gone towards start-up costs. When we are fully operational and making a profit we will be directing it towards other related projects such as a local food cannery. I love the idea of locally-produced spaghetti sauce. We grow all of the ingredients right here in the Alberni Valley. From what I have seen in sales so far, I think we could not keep up to the demand. There is so much opportunity!

      681 days ago


    • Elizabeth Lougheed Green

      This is such an interesting thread and so important to the social venture development discussion. The reality for social ventures is that often, the costs associated with delivering their impacts are significant and difficult to absorb within the small (and medium sized) business model, where margins are traditionally very slim. Our experience at Vancity is that successful social ventures are aware at a very early stage that the scale they need to become financially self-sufficient will probably be greater than their mainstream counterparts. In order to generate the necessary revenues to achieve scale, they must be competitive on product/service, quality and price and that their value-add will be the impact they create through the model. They also know, that the way they frame their message around that impact is critical if they want to maximize their market penetration.

      679 days ago


  14. 682 days ago

    April Dutheil

    What is the number one mistake people make when choosing a structure for their venture?



    • Alo Vancouver

      1. Putting the structure ahead of the people and purpose.

      681 days ago


    • Alo Vancouver

      1. Putting the structure ahead of the people and purpose. 2. Incorporating before you are ready (or even whether your “venture” needs to.)

      681 days ago


    • Sheila Evani

      I fully agree with both of the above statements!

      681 days ago


    • Sheila Evani

      As a follow-up comment – their is also a distinction between the people (community) that your venture intends to serve, and the people involved in founding the venture. Naturally, the needs of both must be taken consideration. However, even it seems “selfish”, it makes sense that the needs of the founders really need to be the starting point for deciding how to structure the venture.

      681 days ago


  15. 682 days ago

    Sonia Bianchi

    Check out Shelia’s blog part I here:

    http://pulse.changemakers.com/competitions/education/2012/05/bc-ideas/#/all/2012/09/beyond-the-money-vs-mission-analysis-part-i/

    Elizabeth Lougheed Greens later this week!



  16. 682 days ago

    Freja McGetrick

    Hello! My name is Freja, and I am a Masters student in Public Health a the University of Alberta. I am wondering, if you are developing a business plan for a social enterprise project that you plan to work with a certain community, what are some of the best ways for assessing the need in the community? If you plan to involved the community in the needs assessment, should this occur before you create a business plan? Alternately, is it acceptable to characterize the need in the community through extant information, and then plan the needs assessment as a stage in your business operations, and outline that in your business plan?



    • Freja McGetrick

      Sorry for the typos!

      682 days ago


    • Sheila Evani

      Hi Freya – that’s a great question. My expertise is not really in the business planning/assessment/feasbility review processes – but maybe this is something Liz Lougheed can comment on.

      682 days ago


    • Elizabeth Lougheed Green

      Hi Feja – great question. I think each business plan will have a unique development plan depending on what you’re trying to achieve with the model. Generally speaking, you will need to be well informed about the issue area (and be clear that there really is a need) prior to embarking on a business planning process. As part of your planning process you will need to determine if the market, and your share of it, is large enough to create a sustainable revenue model.

      678 days ago


  17. 682 days ago

    Sheila Evani

    Hi Sonia and Liz. It’s an honour to be asked to participate in this discussion. I look forward to hearing from our online community on questions and insights they have about structuring their social ventures.



  18. 682 days ago

    Elizabeth Lougheed Green

    Thanks Sonia. I’m looking forward to hearing from social enterprise operators and future operators and to sharing ideas on approaches to structuring social enterprise.



  19. 683 days ago

    Sonia Bianchi

    Welcome Innovators! We’re joined this week by Shelia Evani from Medha Legal and Liz Lougheed Green from VanCity.

    Share your ideas, post your question and get some advice on Social Enterprise and the variety of structures available!