Today, June 9, 2017 - we're announcing a transition from our nonprofit status to a more traditional LLC, registered as a Benefit Company with the state of Oregon. The reason behind this change is multifaceted:
1.) Our core business is making beer and food. Our mission to donate profits extends outward from that, but the core business is different from a traditional nonprofit with charitable programs at its core.
2.) When we incorporated in March, 2013, the legal status of Benefit Company had not yet been adopted by the state of Oregon. Trying to find a "box" to fit our unique model was difficult, so we chose the nonprofit structure for transparency and accountability.
3.) The transition should help us greater fulfill our mission to give money away in two ways:
- Traditional bank financing, like an SBA-backed loans is now available to the company, where it was not to a nonprofit. This could have a huge impact on monthly debt payments, and a large increase in what we're able to give.
- We'd actually be able to be able to write off a greater portion of our donations, enabling us to give away more $ that would have gone to pay taxes otherwise.
We are contacted regularly by others looking to start a similar social enterprise. We would like to take the opportunity to suggest they look at being a benefit company, or at least meet with the DOJ on their specific idea and whether or not it fits within the definition of nonprofit.
We'd be happy to discuss the change with anyone who has questions - feel free to reach out to our founder Joel (firstname.lastname@example.org). We're looking forward to the future and continuing to support those changing the world.
The press release that went out today is below.:
Ex Novo Brewing Company (Ex Novo) was incorporated in the State of Oregon in 2013 as a nonprofit corporation. Effective immediately, Ex Novo is converting its business to a more traditional for-profit benefit company, while maintaining its core values, mission and business practices.
Ex Novo’s mission since its inception has been to donate 100% of its net profits to charitable organizations. Recently, the Oregon Department of Justice (DOJ) advised the company through a review of its entity structure and business model that it would be more appropriate for Ex Novo to operate as a for-profit entity. Although Ex Novo’s mission has always involved its charitable giving and programs, brewing beer and running its brewpub is the core of its business. As such, Ex Novo is working with the DOJ to accomplish the conversion. Ex Novo recommends that similarly situated businesses, whose primary purpose and activity is not charitable giving, consult with the DOJ before selecting their entity type.
Logistically, Ex Novo will register an Oregon limited liability company (LLC) designated as an Oregon Benefit Company. The LLC will buy the assets and liabilities from the nonprofit company, and the nonprofit company, prior to dissolution, will donate net proceeds to its current nonprofit partners: Impact NW, International Justice Mission, Friends of the Children and Mercy Corps. The LLC will resume all Ex Novo business practices, mission and founding principles as Ex Novo Brewing Company. Founder Joel Gregory will be the majority owner of the LLC.
In particular, Ex Novo will continue its mission of giving its net profits to causes which make the world a better place. While it will continue to give the majority of its net profits to nonprofit organization partners, the company will allow for some flexibility for benevolence to employees and community members who may also have a need.
The Benefit Company structure, which was unavailable to Ex Novo at its inception, is appealing because it allows businesses to operate with a clear and distinct mission, not singularly focused on profits. The State of Oregon describes a Benefit Company as follows and encourages similar organizations to consider this structure: “An Oregon benefit company is a type of corporation or limited liability company that considers its impact on society and the environment in the business decision-making process, in addition to earning a profit.
Benefit companies differ from traditional corporations and LLCs with regard to their purpose, accountability and transparency. The purpose is to create a general public benefit, which is defined as "a material positive impact on society and the environment, taken as a whole, from the business and operations of the company.”