Kickstarter's 2015 charter made a mission a governing document

The record

On 21 September 2015, Kickstarter's founders announced on the company's blog that “Kickstarter Inc is no more” and the company had reincorporated as “Kickstarter PBC — a Public Benefit Corporation.” The announcement, signed by Yancey Strickler, Perry Chen and Charles Adler, states the reincorporation passed without a single dissenting vote from a shareholder. The company's charter, still published on its own site, commits Kickstarter to obligations including never selling user data, publishing an annual progress assessment, and donating five percent of annual post-tax profits to arts education and groups fighting inequality. Delaware's public benefit corporation statute, codified at Title 8, Chapter 1, Subchapter XV of the Delaware Code, defines a public benefit corporation as a for-profit corporation that must name a public benefit in its certificate and be managed to balance stockholders' interests against it.

What the documents establish

The blog post and the charter are Kickstarter's own statements, not court filings or regulatory disclosures; they describe what the company chose to commit to, not a mandate imposed on it. The statute sets the outer legal framework: it does not compel any particular values, only that a public benefit corporation name a benefit in its certificate and manage toward it alongside stockholder interests, per DGCL Section 362. Kickstarter's charter goes further, listing practices — such as never selling user data — the statute does not mandate. Nothing in the record indicates Delaware law required these commitments; they are choices Kickstarter's board and shareholders made within the room the statute leaves open.

The operating read

A common misreading of a PBC conversion is to treat it as a tax election. It is not: DGCL Subchapter XV governs corporate form, purpose and director duties, not tax treatment, and nothing in Kickstarter's announcement or charter claims otherwise. For a founder reading a similar conversion, the useful distinction is between the statute's floor — a named public benefit and a balancing duty — and a company's own ceiling, meaning the self-imposed commitments a charter lists beyond that floor. A charter's promises are only as enforceable as the statute and certificate make them; Delaware's balancing-duty framework, set out elsewhere in the same subchapter, gives stockholders a route to challenge a board's failure to pursue a stated benefit, not the language above the fold in a blog post. This is an editorial reading, not a claim about how any dispute would resolve.

What to check before you decide

A founder evaluating a PBC conversion should check three things against the primary documents.

• Does the certificate of incorporation itself name a specific public benefit, distinct from a blog post's general description?
• Which commitments are legally part of the certificate or bylaws, and which are voluntary statements with no statutory backing?
• What does the underlying benefit-corporation statute actually require the board to report, and to whom?

Kickstarter's conversion is a useful reference because the company published both its announcement and charter, letting a reader compare promise to instrument. Most conversions are not documented this openly, which makes the certificate of incorporation, not the press release, the document worth requesting.