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Utah Code Title 48. Partnership--Unincorporated Business Entities § 48-4-303. Right of action

Current as of January 01, 2025 | Updated by Findlaw Staff

(1) Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit company or a benefit company's member, manager, or officer with respect to:

(a) failure to pursue or create general public benefit or a specific public benefit set forth in the benefit company's certificate of organization; or

(b) violation of a duty or standard of conduct under this chapter.

(2) A benefit company is not liable for monetary damages under this chapter for a failure of the benefit company to pursue or create general public benefit or a specific public benefit.

(3) Only the following may commence or maintain a benefit enforcement proceeding:

(a) the benefit company, directly; or

(b) one or more of the following, derivatively:

(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 or omission complained of;

(ii) a manager of a manager-managed benefit company;

(iii) a person or group of persons who own beneficially or of record at least 5% of the interests in an association of which the benefit company is a subsidiary at the time of the act or omission complained of; or

(iv) any person or group of persons specified in the benefit company's certificate of organization or operating agreement.

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Cite this article: FindLaw.com - Utah Code Title 48. Partnership--Unincorporated Business Entities § 48-4-303. Right of action - last updated January 01, 2025 | https://codes.findlaw.com/ut/title-48-partnership-unincorporated-business-entities/ut-code-sect-48-4-303/

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