Pennsylvania § 8897 Right of action

Pennsylvania Statutes

§ 8897 — Right of action

Pennsylvania § 8897

JurisdictionPennsylvania

Title 15CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

PartPART III

Ch. 88LIMITED LIABILITY COMPANIES

Subch.BENEFIT COMPANIES

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Bluebook

15 Pa. Cons. Stat. § 8897 (2026).

Text

(a)Limitations.--

(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:

(i)failure to pursue or create general public benefit or a specific public benefit set forth in its certificate of organization; or

(ii)violation of a duty or standard of conduct under this subchapter.

(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.

(b)Parties with standing.--A benefit enforcement proceeding may be commenced or maintained only:

(1)directly by the benefit company; or

(2)derivatively by:

(i)a member that owned at least 2% o

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(a) Limitations.--

(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:

(i) failure to pursue or create general public benefit or a specific public benefit set forth in its certificate of organization; or

(ii) violation of a duty or standard of conduct under this subchapter.

(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.

(b) Parties with standing.--A benefit enforcement proceeding may be commenced or maintained only:

(1) directly by the benefit company; or

(2) derivatively by:

(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;

(ii) a manager of a manager-managed limited liability company;

(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

(iv) such other persons as may be specified in the certificate of organization or operating agreement of the benefit company.

(c) Cross reference.--The provisions of Subchapter H (relating to actions by members) shall apply to derivative actions under this section.