Fla. Stat. 607.611
Right of action
(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:A failure to pursue or create a general public benefit or a specific public benefit set forth in its articles of incorporation; or
A violation of an obligation, duty, or standard of conduct under this part.
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.(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:A failure to pursue or create a general public benefit or a specific public benefit set forth in its articles of incorporation; orA 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:Directly by the benefit corporation; orDerivatively by:A shareholder of record on the date of the action or inaction complained of in the benefit enforcement proceeding;
A director;
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
Any other person who is specified in the articles of incorporation or bylaws of the benefit corporation.
(a)
Directly by the benefit corporation; or(b)
Derivatively by:A shareholder of record on the date of the action or inaction complained of in the benefit enforcement proceeding;A director;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; orAny other person who is specified in the articles of incorporation or bylaws of the benefit corporation.
Source:
Section 607.611 — Right of action, https://www.flsenate.gov/Laws/Statutes/2024/0607.611 (accessed Aug. 7, 2025).