Corporations Code section 14622
(a)
Each officer of a benefit corporation shall consider the interests and factors described in Section 14620 in the manner provided in that section when either of the following applies:(1)
The officer has discretion to act with respect to a matter.(2)
It reasonably appears to the officer that the matter may have a material effect on any of the following:(A)
The creation of a general or specific public benefit by the benefit corporation.(B)
Any of the interests or factors referred to in subdivision (b) of Section 14620.(b)
The consideration by an officer of interests and factors in the manner described in subdivision (a) shall not constitute a violation of the duties of the officer.(c)
An officer shall not be liable for monetary damages under this part for any of the following:(1)
Any action taken as an officer if the officer performed the duties of the position in compliance with this section.(2)
Any failure of the benefit corporation to create a general or specific public benefit.(d)
An officer shall not have a fiduciary duty to a person that is a beneficiary of the general or specific public benefit purposes of a benefit corporation arising from the status of the person as a beneficiary.
Source:
Section 14622, https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=14622. (updated Jan. 1, 2012; accessed Jul. 7, 2025).
