2022 Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 88 - Limited Liability Companies
Section 8897 - Right of action

Universal Citation: 15 PA Cons Stat § 8897 (2022)
§ 8897. Right of action.

(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.

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