{"data":{"id":"us-ut/utah-code-16-10b-305","jurisdiction":"us-ut","citation":"Utah Code § 16-10b-305","heading":"Right of action.","body":"(1) 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:\n(a) failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or\n(b) violation of an obligation, duty, or standard of conduct under this chapter.\n(2) A benefit corporation may not be liable for monetary damages under this chapter for a failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.\n(3)\n(a) A benefit enforcement proceeding may be commenced or maintained only:\n(i) directly by the benefit corporation; or\n(ii) derivatively by:\n(A) a person or group of persons that owns beneficially or of record at least 2% of the total number of shares of a class or series outstanding at the time of the act or omission complained of;\n(B) a director;\n(C) a person or group of persons that own beneficially or of record 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(D) other persons as specified in the articles of incorporation or bylaws of the benefit corporation.\n(b) A benefit corporation may provide in its articles of incorporation a greater degree of ownership by a person or group of persons than those listed under Subsection (3)(a) to bring a derivative action.\n(4) 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 16 Corporations","Chapter 16-10b Benefit Corporation Act","Part 16-10b-3 Accountability"],"source_url":"https://le.utah.gov/xcode/Title16/Chapter10b/16-10b-S305.html","current_through":"2026 General Session","vintage":"","retrieved_at":"2026-09-03T11:34:33Z","sha256":"8c0f76595d096066b3f9cbf0865e67911a808a48da2c111bdde79650b2977dae","source_id":"us-ut","stale":false,"prev":"us-ut/utah-code-16-10b-304","next":"us-ut/utah-code-16-10b-401"},"notice":"GroundRules: Original legal text. Not legal advice."}