L3Cs: New business structure opens up possibilities for SRI

written by Jay Cassano, New England Student Organizer

In April of 2008 Vermont became the first state in the country to approve the low-profit limited liability company (L3C) as a legal business structure. Throughout 2009 the L3C business entity has been growing in recognition, having been ratified by the states of Utah , Michigan , Wyoming , and Illinois . It is also currently being considered by state legislatures in North Carolina, Georgia, Oregon, North Dakota, Tennessee, Montana. In addition, the L3C structure has been ratified by the Crow Indian Nation and the Oglala Sioux Tribe. The fact that Native American communities, which are easily some of the most disenfranchised peoples in the United States, want to make use of the L3C business entity shows that it has significant potential as a vehicle for social good.

The L3C is legally very similar to a limited liability corporation (LLC). LLCs were designed to provide a flexible business structure for small businesses that would have some of the benefits of partnerships and sole proprietorships while limiting the financial risks to members of the LLC. The main difference between L3Cs and LLCs is that L3Cs streamline the process of meeting the requirements for the IRS's Program-related Investment (PRI) regulations by being specifically structured in their legal code to already meet those regulations. PRIs are a class of investments that are generally used by private foundations in order to meet their tax exempt requirements; private foundations are required to either donate five percent of their assets to social programs or to invest five percent in socially beneficial program-related investments, which are investments that would not be made by an investor whose primary motivation was financial return.

The organization that is promoting the adoption of the L3C, Americans for Community Development , describes the L3C as “a new form of limited liability company which combines the best features of a for-profit LLC with the socially beneficial aspects of a nonprofit. It is a for-profit with a nonprofit soul.” L3Cs must include in their charter that their purpose is primarily to be socially beneficial and that earning profit is secondary to their social mission. Some anticipated uses of the L3C structure include newspapers, museums, symphonies, recreational facilities, and certain types of community development projects.

Because L3Cs are allowed to earn a profit, they are not 501(c)3 nonprofit charitable organizations. This means that they will not be attractive to individual donors looking only for tax exemption. But the strength of L3Cs is that they do not compete for these donations, but rather open up a completely underdeveloped field for institutional investors such as private foundations. Because of the complexity and investment of time involved for investors to file and process paperwork for PRIs, many private foundations do not currently make use of PRIs, preferring to meet their exempt requirement through donations to 501(c)3s. Because the L3C is designed to specifically comply with PRI regulations, foundations making PRIs in L3Cs are allowed to skip the bulk of the paperwork involved with filing a PRI. In this way L3Cs position themselves strategically between nonprofits and for-profits. Another advantage of L3Cs is that they are legally allowed to tranch investments, which enables different investors to choose different levels of risk and reward.

In the socially responsible investment movement, L3Cs are mostly useful for private foundations that would prefer to meet their exempt requirements through PRIs in order to gain a small financial return rather than donating 5% of their assets to nonprofit charities. Nevertheless, we should investigate the possibilities of utilizing L3Cs as an investment vehicle for college and university endowments. One possibility is that public universities whose state funding is supplemented with an endowment managed by a private foundation could encourage their foundation to invest in L3Cs. In addition, because L3Cs are required to serve social good but are allowed to earn a profit, they could prove to be an interesting model for providing employment in low-income communities through a for-profit community development venture. These sorts of community development L3Cs might end up serving a greater social good than many charitable nonprofits by providing meaningful employment to disenfranchised peoples. Private colleges and universities without foundations attached to them could use L3Cs as a vehicle for allocating 1% of their endowment in community investments . This would give another option for community investment besides revolving loan funds. L3Cs are still very new and are not yet widely utilized, but in the long term they could prove to be an important component of a diverse socially responsible investment portfolio.

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You can reach Jay Cassano at: [email protected]

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