Category: L3C

“The jury is out,” as to whether new corporate forms like the L3C (low profit limited liability company) and the B-Corp certification will make it easier for social enterprises and foundations to work together, agreed foundation executives at a 2010 meeting of PRI-Makers in Chicago. But foundation executives also said they are open to having more choices. [see note about program related investments at end of this entry.]

Discussions of the L3C and other forms are emerging on the social enterprise landscape with rapidity these days. The Internet gives them viral energy but the question of how philanthropy responds during this adaptation phase is key to how effective these forms will be moving into the future.

“I am really interested in these forms of innovation,’” said Jeff Clarke, from Alaska’s Rasmuson Foundation. “The conversation we are having is ‘How do foundations adapt and test these new forms?’ There’s all kinds of activity happening in the capital markets — How do we participate and how do we influence?”

In a conversation about what PRI-Makers call “this alphabet soup” of new corporate forms a collective light bulb went off as to their usefulness. The following is an interview with Mary Anne Rodgers of the David and Lucile Packard Foundation. Rodgers moderated a session on new corporate forms at the PRI-Makers conference.

“We had a good discussion about the move to L3Cs and other kinds of corporate forms,” Rodgers said. “What we learned is that the growing interest in corporate forms addresses different needs that are perceived to make not just funding — but also receiving — PRIs easier.

“One of the challenges for a PRI is to establish the charitable purpose and establish that the principal purpose is not to make money but to achieve some other mission,“ she said.

“When you are giving to a 501(c)3 public charity, that test is pretty easy because by definition the organization is a charity and by definition they will not make much money,” she said. “But if you are giving to a for-profit organization, you need a harder test because it is expected the corporation is going to make money, yet you have to be sure the organization is really not just about making money.”

“The point of these different corporate forms is to somehow embed in the corporate structure a charitable purpose or a partially charitable benefit so that the test for foundation investment is easier to meet,” Rodgers said.

“The benefit to the organization is that the manager using that form [the L3C entrepreneur] would not be subject to criticism if in fact they were not maximizing profit but were instead maximizing the charitable benefit.”

“I think the jury is out,” Rodgers said. “These forms are new. They are being adopted at some states. Some states are taking different approaches. The jury is out as to how effective they will be but I think most people in the audience [of PRI-Makers] think the more choices the better. Some forms will work for potential recipients and for potential funders. Others will not .”

“These forms may well make it easier for people to come together and meet the fundamental tests of charitable investing,” she said.

“I think PRIs are things smaller foundations can do. Absolutely,” Rodgers said. “If you want to get started and you are not sure what to do, one terrific thing you can do is find your local community development organization and make an investment that supports community development [through a CDFI, community development financial institution.

“You get a federally insured investment,” Rodgers said. “That’s simple.”

PRI stands for program-related investment, which PRI-Makers define as a type of mission or social investment that foundations make in order to achieve their philanthropic goals. Like grants, PRIs are vehicles for making inexpensive capital available to organizations that are addressing social or environmental concerns. Unlike grants, PRIs are expected to be repaid, often with at least a modest rate of return. Once repaid, PRIs are reused for other charitable purposes.

NOTE: I received this comment from Robert Lang, head of Americans for Community Development. “The statement that PRIs are expected to be repaid is very wrong,” Lang says. “Although PRIs can be loans they may also be equity investments, loan guarantees, low cost leases and anything else that would classify as an investment in the commercial world. This is a common misconception even among some PRI Makers,” Lang says. “If PRIs are to repaid they must be used for a new PRI or grant within one year of receipt,” he says.