Right of action

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  1. (a) Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:

    1. (1) Failure to pursue or create a general public benefit or a specific public benefit stated in its articles of incorporation; or

    2. (2) Violation of a duty or standard of conduct under this chapter.

  2. (b) A benefit corporation shall not be liable for monetary damages under this chapter for the failure of the benefit corporation to pursue a general public benefit or a specific public benefit.

  3. (c) A benefit enforcement proceeding may begin and be maintained only:

    1. (1) Directly by the benefit corporation; or

    2. (2) Derivatively by:

      1. (A) A shareholder;

      2. (B) A director;

      3. (C) A person or group of persons that owns beneficially or of record five percent (5%) or more of the equity interest in an entity of which the benefit corporation is a subsidiary at the time of the action or inaction complained of; or

      4. (D) Other persons as named in the articles of incorporation or bylaws of the benefit corporation.


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