The Vermont Statutes Online
The Vermont Statutes Online does not include the actions of the 2024 session of the General Assembly. We expect them to be updated by November 1st.
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.)
