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Searching 2023-2024 Session

The Vermont Statutes Online

The Vermont Statutes Online have been updated to include the actions of the 2023 session of the General Assembly.

NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.

Title 11A : Vermont Business Corporations

Chapter 021 : Benefit Corporations

(Cite as: 11A V.S.A. § 21.13)
  • § 21.13. Right of action

    (a) The duties of directors and officers under this chapter and the general and specific public benefit purposes of a benefit corporation may be enforced only in a benefit enforcement proceeding, and no person may bring such an action or claim against a benefit corporation or its directors or officers except as provided in this section.

    (b) A benefit enforcement proceeding may be commenced or maintained only by:

    (1) a shareholder that would otherwise be entitled to commence or maintain a proceeding in the right of the benefit corporation on any basis;

    (2) a director of the corporation;

    (3) a person or group of persons that owns beneficially or of record 10 percent or more of the equity interests in an entity of which the benefit corporation is a subsidiary; or

    (4) such other persons as may be specified in the articles of incorporation of the benefit corporation.

    (c) As used in this chapter, “benefit enforcement proceeding” means a claim or action against a director or officer for:

    (1) 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

    (2) violation of a duty or standard of conduct under this chapter. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)