{"data":{"id":"us-pa/15-pa.c.s.-3325","jurisdiction":"us-pa","citation":"15 Pa.C.S. § 3325","heading":"Right of action.","body":"(a) Limitations.--\n(1) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:\n(i) failure to pursue or create general public benefit or a specific public benefit set forth in its articles; or\n(ii) violation of a duty or standard of conduct under this chapter.\n(2) A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.\n(b) Parties with standing.--A benefit enforcement proceeding may be commenced or maintained only:\n(1) directly by the benefit corporation; or\n(2) derivatively by:\n(i) a shareholder that owned at least 2% of the total number of shares of a class or series outstanding at the time of the act complained of;\n(ii) a director;\n(iii) a person or group of persons that owns beneficially or of record 5% or more of the interests in an association of which the benefit corporation is a subsidiary at the time of the act complained of; or\n(iv) such other persons as may be specified in the articles or bylaws of the benefit corporation.\n(c) Cross reference.--The provisions of Subchapter F of Chapter 17 (relating to derivative actions) shall apply to derivative actions under this section.","path":["Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS","PART II CORPORATIONS","SUBPART B BUSINESS CORPORATIONS","ARTICLE C DOMESTIC BUSINESS CORPORATION ANCILLARIES","CHAPTER 33 BENEFIT CORPORATIONS","SUBCHAPTER C ACCOUNTABILITY"],"source_url":"https://www.palegis.us/statutes/consolidated/view-statute?txtType=HTM\u0026ttl=15\u0026div=0\u0026chpt=33\u0026sctn=25\u0026subsctn=0","current_through":"2026-07-28 (Statute Update stamp, 15 Pa.C.S.)","vintage":"","retrieved_at":"2026-09-02T16:31:13Z","sha256":"a5ec76c99dcf24817904922d236b866e7b632de31a2bd745f361aa079fbca24d","source_id":"us-pa","stale":false,"prev":"us-pa/15-pa.c.s.-3324","next":"us-pa/15-pa.c.s.-3331"},"notice":"GroundRules: Original legal text. Not legal advice."}