Virginia Code 13.1-790: Right of action.
A. The duties of directors and officers under this article, the obligation of a benefit corporation to prepare and make available the annual benefit report required under § 13.1-791, and the general and any specific public benefit purpose of a benefit corporation may be enforced only 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 the duties of directors and officers under this article and the general and any specific public benefit purpose of the benefit corporation except in a benefit enforcement proceeding.
Terms Used In Virginia Code 13.1-790
- Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-603
- Benefit corporation: means a corporation organized pursuant to the provisions of this chapter:
1. See Virginia Code 13.1-782
- Benefit enforcement proceeding: means any claim or action brought directly by a benefit corporation, or derivatively on behalf of a benefit corporation, against a director or officer for (i) failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles of incorporation or bylaws or otherwise adopted by its board of directors or (ii) a violation of a duty or standard of conduct under this article. See Virginia Code 13.1-782
- 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.
- 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 Virginia Code 13.1-603
- Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Virginia Code 13.1-603
- Shareholder: means a record shareholder. See Virginia Code 13.1-603
- Specific public benefit: means a benefit that serves one or more public welfare, religious, charitable, scientific, literary, or educational purposes, or other purpose or benefit beyond the strict interest of the shareholders of the benefit corporation, including:
1. See Virginia Code 13.1-782
B. A benefit enforcement proceeding may be commenced or maintained only:
1. Directly by the benefit corporation; or
2. Derivatively by:
a. A shareholder of the benefit corporation;
b. A director of the benefit corporation; or
c. Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.
2011, c. 698.