{"data":{"id":"us-ri/r.i.-gen.-laws-7-5.3-11","jurisdiction":"us-ri","citation":"R.I. Gen. Laws § 7-5.3-11","heading":"Right of action.","body":"(a) 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(1) Failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or\n(2) Violation of an obligation, duty, or standard of conduct under this chapter.\n(b) 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(c) A benefit enforcement proceeding may be commenced or maintained only:\n(1) Directly by the benefit corporation; or\n(2) Derivatively in accordance with the procedures in § 7-1.2-711 by:\n(i) A person or group of persons that owned beneficially, or of record, at least two percent (2%) of the total number of shares of a class or series outstanding at the time of the act or omission complained of;\n(ii) A director;\n(iii) A person or group of persons that owned beneficially, or of record, five percent (5%) or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or\n(iv) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.\n(d) For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.","path":["Title 7 Corporations, Associations, and Partnerships","Chapter 5.3 Benefit Corporations"],"source_url":"https://webserver.rilegislature.gov/Statutes/TITLE7/7-5.3/7-5.3-11.htm","current_through":"site files published 2025-08-13","vintage":"","retrieved_at":"2026-09-05T18:59:29Z","sha256":"a31893dc6f74f09927135f1dab8976171070394ab9a0354a1e43151f89edb5e1","source_id":"us-ri","stale":true,"prev":"us-ri/r.i.-gen.-laws-7-5.3-10","next":"us-ri/r.i.-gen.-laws-7-5.3-12"},"notice":"GroundRules: Original legal text. Not legal advice."}