Social Entrepreneurship: The Choice Between Labels, Variants, Dedicated and Conventional Corporate Forms

Cools Sofie ()
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Cools Sofie: Professor of Corporate Law, Jan Ronse Institute for Company and Financial Law, KU Leuven; Professor of Sustainable Company Law, Onderzoekcentrum Onderneming & Recht, RU Nijmegen, Belgium. I would like to thank Maxime Verheyden for his valuable comments.

European Company and Financial Law Review, 2023, vol. 20, issue 1, 85-108

Abstract: 85 Around the globe legislators have created labels and dedicated company forms for social enterprises. On the basis of an analysis of US, UK, German, French, Dutch and Belgian law, this article exposes which elements are important (and which are not) in the creation of these labels and forms. First, the distinction between labels and dedicated forms is of relative practical importance. Even dedicated company forms are – like labels – to a large extent governed by general corporate law. This offers advantages in terms of network effects and easy adoption. Creating a completely new corporate form is therefore justified only if there are compelling reasons for a comprehensive overhaul of existing company law. Second, the introduction of labels and dedicated company forms is influenced by the level of stringency with which jurisdictions distinguish between companies and nonprofit forms. For instance, the American benefit corporations and the French ‘raison d’être’ were introduced to explicitly authorize what conventional companies can do elsewhere. Nevertheless, a high degree of flexibility in conventional company law is insufficient to facilitate social entrepreneurship. Mandatory law for social enterprise labels or forms is necessary to credibly signal commitment to a social purpose. Yet, creating labels or dedicated forms for lightly regulated ‘mission purposes’ may generate noise that interferes with this signal. 86

Date: 2023
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DOI: 10.1515/ecfr-2023-0003

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