(1)(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:

1. A failure to pursue or create a general public benefit or a specific public benefit set forth in its articles of incorporation; or
2. A violation of an obligation, duty, or standard of conduct under this part.

Terms Used In Florida Statutes 607.611

  • Articles of incorporation: includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto. See Florida Statutes 607.01401
  • Benefit corporation: means a corporation that is formed, or has elected to become, subject to this part, the status of which as a benefit corporation has not been terminated. See Florida Statutes 607.602
  • Benefit enforcement proceeding: means any claim or action for:
    (a) The failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose set forth in its articles of incorporation; or
    (b) A violation of any obligation, duty, or standard of conduct under this part. See Florida Statutes 607.602
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Entity: includes corporation and foreign corporation; unincorporated association; business trust, estate, limited liability company, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign governments. See Florida Statutes 607.01401
  • General public benefit: means a material, positive effect on society and the environment, taken as a whole, as assessed using a third-party standard which is attributable to the business and operations of a benefit corporation. See Florida Statutes 607.602
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Person: includes an individual and an entity. See Florida Statutes 607.01401
  • Proceeding: includes a civil suit, a criminal action, an administrative action, and an investigatory action. See Florida Statutes 607.01401
  • Shareholder: means a record shareholder. See Florida Statutes 607.01401
  • Specific public benefit: includes , but is not limited to:
    (a) Providing low-income or underserved individuals or communities with beneficial products or services;
    (b) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;
    (c) Protecting or restoring the environment;
    (d) Improving human health;
    (e) Promoting the arts, sciences, or advancement of knowledge;
    (f) Increasing the flow of capital to entities that have as their stated purpose the provision of a benefit to society or the environment; and
    (g) Any other public benefit consistent with the purposes of the benefit corporation. See Florida Statutes 607.602
  • Subsidiary: means , in relation to a person other than an individual, an entity in which a person owns beneficially or of record 50 percent or more of the outstanding equity interests. See Florida Statutes 607.602
(b) A benefit corporation is not liable for monetary damages under this part for the failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
(2) A benefit enforcement proceeding may be commenced or maintained only:

(a) Directly by the benefit corporation; or
(b) Derivatively by:

1. A shareholder of record on the date of the action or inaction complained of in the benefit enforcement proceeding;
2. A director;
3. A person or group of persons that owns beneficially or of record 5 percent or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary on the date of the action or inaction complained of in the proceeding; or
4. Any other person who is specified in the articles of incorporation or bylaws of the benefit corporation.
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