{"data":{"id":"us-pa/15-pa.c.s.-8897","jurisdiction":"us-pa","citation":"15 Pa.C.S. § 8897","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 company or its members, managers or officers with respect to:\n(i) failure to pursue or create general public benefit or a specific public benefit set forth in its certificate of organization; or\n(ii) violation of a duty or standard of conduct under this subchapter.\n(2) A benefit company shall not be liable for monetary damages under this subchapter for any failure of the benefit company 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 company; or\n(2) derivatively by:\n(i) a member that owned at least 2% of the total number of interests of a class or series outstanding at the time of the act complained of;\n(ii) a manager of a manager-managed limited liability company;\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 company is a subsidiary at the time of the act complained of; or\n(iv) such other persons as may be specified in the certificate of organization or operating agreement of the benefit company.\n(c) Cross reference.--The provisions of Subchapter H (relating to actions by members) shall apply to derivative actions under this section.","path":["Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS","PART III PARTNERSHIPS AND LIMITED LIABILITY COMPANIES","CHAPTER 88 LIMITED LIABILITY COMPANIES","SUBCHAPTER I BENEFIT COMPANIES"],"source_url":"https://www.palegis.us/statutes/consolidated/view-statute?txtType=HTM\u0026ttl=15\u0026div=0\u0026chpt=88\u0026sctn=97\u0026subsctn=0","current_through":"2026-07-28 (Statute Update stamp, 15 Pa.C.S.)","vintage":"","retrieved_at":"2026-09-02T16:31:13Z","sha256":"175b4141f05686d48aa743135c059ac816955d8ec22b667dcbf485c14ac27b83","source_id":"us-pa","stale":false,"prev":"us-pa/15-pa.c.s.-8896","next":"us-pa/15-pa.c.s.-8898"},"notice":"GroundRules: Original legal text. Not legal advice."}