Right of action.
F.S. 607.611
in effect(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.
Source: FL Statutes (Official Site)URL: https://www.flsenate.gov/Laws/Statutes/2025/Chapter607/AllFetched: 7/8/2026