Florida § 607.611 Right of action

Florida Statutes

§ 607.611 — Right of action

Florida § 607.611

TitleXXXVI

Ch. 607FLORIDA BUSINESS CORPORATION ACT

This text of Florida § 607.611 (Right of action) is published on Counsel Stack Legal Research, covering Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Fla. Stat. § 607.611 (2026).

Text

(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.

(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

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(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. (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.