South Carolina § 33-38-420 - Officer liability for benefit corporation.

§ 33-38-420. Officer liability for benefit corporation.

(A) Each officer of a benefit corporation shall consider the interests and factors described in Section 33-38-400 in the manner provided in that section if:

(1) the officer has discretion to act with respect to a matter; and

(2) it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of a general public benefit or a specific public benefit identified in the public benefit corporation's articles of incorporation.

(B) The consideration of interests and factors in the manner described in subsection (A) shall not constitute a violation of Section 33-8-420.

(C) An officer is not personally liable for monetary damages for:

(1) any act taken as an officer, or any omission to act as an officer, if the officer performed the duties of office in compliance with Section 33-8-410; or

(2) failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.

(D) An officer does not have a duty to any specific person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a public benefit corporation arising from the status of the person as a beneficiary.

HISTORY: 2012 Act No. 277, SECTION 1, eff June 14, 2012.