{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-788.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-788.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-788.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-788.html"}],"law_id":67347,"edition_id":1,"section_id":67347,"structure_id":14746,"section_number":"13.1-788","catch_line":"Standard of conduct for directors","history":"2011, c. 698.","full_text":"A\n\nSubject to \u00a7 13.1-690, in discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation:1\n\nShall consider the effects of any corporate action upon:\n\t\t\t\ta. The shareholders of the benefit corporation;\n\t\t\t\tb. The employees and workforce of the benefit corporation, its subsidiaries, and suppliers;\n\t\t\t\tc. The interests of customers as beneficiaries of the general or specific public benefit purposes of the benefit corporation;\n\t\t\t\td. Community and societal considerations, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or suppliers are located;\n\t\t\t\te. The local and global environment;\n\t\t\t\tf. The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests and the general and specific public benefit purposes of the benefit corporation may be best served by the continued independence of the benefit corporation; and\n\t\t\t\tg. The ability of the benefit corporation to accomplish its general and any specific public benefit purpose;2\n\nMay consider:\n\t\t\t\ta. The resources; intent; and past, stated, and potential conduct of any person seeking to acquire control of the benefit corporation; and\n\t\t\t\tb. Other pertinent factors or the interests of any other person that they deem appropriate; and3\n\nNeed not give priority to the interests of a particular person referred to in subdivisions 1 and 2 over the interests of any other person unless the benefit corporation has stated its intention to give priority to interests related to a specific public benefit purpose identified in its articles.B\n\nThe consideration of interests and factors in the manner required by subsection A shall not constitute a violation of § 13.1-690 or a director conflict of interests under § 13.1-691.C\n\nIn any proceeding brought by or in the right of a benefit corporation or brought by or on behalf of the shareholders of a benefit corporation, a director is not personally liable for monetary damages for:1\n\nAny action taken as a director if the director performed the duties of office in compliance with § 13.1-690 and this section; or2\n\nFailure of the benefit corporation to create general public benefit or any specific public benefit specified in its articles of incorporation or bylaws or otherwise adopted by the board of directors.","order_by":null,"text":{"0":{"id":244055,"text":"Subject to \u00a7 13.1-690, in discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":244056,"text":"Shall consider the effects of any corporate action upon:\n\t\t\t\ta. The shareholders of the benefit corporation;\n\t\t\t\tb. The employees and workforce of the benefit corporation, its subsidiaries, and suppliers;\n\t\t\t\tc. The interests of customers as beneficiaries of the general or specific public benefit purposes of the benefit corporation;\n\t\t\t\td. Community and societal considerations, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or suppliers are located;\n\t\t\t\te. The local and global environment;\n\t\t\t\tf. The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests and the general and specific public benefit purposes of the benefit corporation may be best served by the continued independence of the benefit corporation; and\n\t\t\t\tg. The ability of the benefit corporation to accomplish its general and any specific public benefit purpose;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":244057,"text":"May consider:\n\t\t\t\ta. The resources; intent; and past, stated, and potential conduct of any person seeking to acquire control of the benefit corporation; and\n\t\t\t\tb. Other pertinent factors or the interests of any other person that they deem appropriate; and","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":244058,"text":"Need not give priority to the interests of a particular person referred to in subdivisions 1 and 2 over the interests of any other person unless the benefit corporation has stated its intention to give priority to interests related to a specific public benefit purpose identified in its articles.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":244059,"text":"The consideration of interests and factors in the manner required by subsection A shall not constitute a violation of § 13.1-690 or a director conflict of interests under § 13.1-691.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"C"},"5":{"id":244060,"text":"In any proceeding brought by or in the right of a benefit corporation or brought by or on behalf of the shareholders of a benefit corporation, a director is not personally liable for monetary damages for:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"6":{"id":244061,"text":"Any action taken as a director if the director performed the duties of office in compliance with § 13.1-690 and this section; or","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"7":{"id":244062,"text":"Failure of the benefit corporation to create general public benefit or any specific public benefit specified in its articles of incorporation or bylaws or otherwise adopted by the board of directors.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1"}},"ancestry":[{"id":14746,"edition_id":1,"name":"Benefit Corporations","identifier":"22","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:49:41","date_modified":"2026-06-26 03:49:41","permalink":{"id":150841,"object_type":"structure","relational_id":14746,"identifier":"22","token":"13.1\/9\/22","url":"\/13.1\/9\/22\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":76214,"structure_id":14746,"section_number":"13.1-782","catch_line":"Definitions","url":"\/13.1-782\/","token":"13.1\/9\/22\/13.1-782","metadata":false},{"id":74800,"structure_id":14746,"section_number":"13.1-783","catch_line":"Application and effect of article","url":"\/13.1-783\/","token":"13.1\/9\/22\/13.1-783","metadata":false},{"id":68368,"structure_id":14746,"section_number":"13.1-784","catch_line":"Formation of benefit corporations","url":"\/13.1-784\/","token":"13.1\/9\/22\/13.1-784","metadata":false},{"id":59299,"structure_id":14746,"section_number":"13.1-785","catch_line":"Election of status after formation","url":"\/13.1-785\/","token":"13.1\/9\/22\/13.1-785","metadata":false},{"id":80830,"structure_id":14746,"section_number":"13.1-786","catch_line":"Termination of status","url":"\/13.1-786\/","token":"13.1\/9\/22\/13.1-786","metadata":false},{"id":56480,"structure_id":14746,"section_number":"13.1-787","catch_line":"Corporate purposes","url":"\/13.1-787\/","token":"13.1\/9\/22\/13.1-787","metadata":false},{"id":67347,"structure_id":14746,"section_number":"13.1-788","catch_line":"Standard of conduct for directors","url":"\/13.1-788\/","token":"13.1\/9\/22\/13.1-788","metadata":false},{"id":81713,"structure_id":14746,"section_number":"13.1-789","catch_line":"Limitation upon liability of officers","url":"\/13.1-789\/","token":"13.1\/9\/22\/13.1-789","metadata":false},{"id":77944,"structure_id":14746,"section_number":"13.1-790","catch_line":"Right of action","url":"\/13.1-790\/","token":"13.1\/9\/22\/13.1-790","metadata":false},{"id":74425,"structure_id":14746,"section_number":"13.1-791","catch_line":"Annual benefit report","url":"\/13.1-791\/","token":"13.1\/9\/22\/13.1-791","metadata":false},{"id":67913,"structure_id":14746,"section_number":"13.1-792","catch_line":"Reserved","url":"\/13.1-792\/","token":"13.1\/9\/22\/13.1-792","metadata":false}],"previous_section":{"id":56480,"structure_id":14746,"section_number":"13.1-787","catch_line":"Corporate purposes","url":"\/13.1-787\/","token":"13.1\/9\/22\/13.1-787","metadata":false},"next_section":{"id":81713,"structure_id":14746,"section_number":"13.1-789","catch_line":"Limitation upon liability of officers","url":"\/13.1-789\/","token":"13.1\/9\/22\/13.1-789","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-788\/","history_text":"

This law was first created in 2011. The record of its establishment is cataloged in chapter 698<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":false,"refers_to":[{"id":72306,"section_number":"13.1-690","catch_line":"General standards of conduct for director","order_by":null,"url":"\/13.1-690\/"}],"permalink":{"id":150867,"object_type":"law","relational_id":67347,"identifier":"13.1-788","token":"13.1\/9\/22\/13.1-788","url":"\/13.1-788\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-788\/","token":"13.1\/9\/22\/13.1-788","dublin_core":{"Title":"Standard of conduct for directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-788","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Subject to \u00a7 13.1-690<\/a>, in discharging the duties of their respective positions and in considering the best interests<\/span> of the benefit corporation<\/span>, the board of directors, committees of the board, and individual<\/span> directors of a benefit corporation<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Shall consider the effects of any corporate action upon:\n\t\t\t\ta. The shareholders<\/span> of the benefit corporation<\/span>;\n\t\t\t\tb. The employees and workforce of the benefit corporation<\/span>, its subsidiaries, and suppliers;\n\t\t\t\tc. The interests<\/span> of customers as beneficiaries of the general or specific public benefit<\/span> purposes of the benefit corporation<\/span>;\n\t\t\t\td. Community and societal considerations, including those of each community in which offices or facilities of the benefit corporation<\/span>, its subsidiaries, or suppliers are located;\n\t\t\t\te. The local and global environment;\n\t\t\t\tf. The short-term and long-term interests<\/span> of the benefit corporation<\/span>, including benefits that may accrue to the benefit corporation<\/span> from its long-term plans and the possibility that these interests<\/span> and the general and specific public benefit<\/span> purposes of the benefit corporation<\/span> may be best served by the continued independence of the benefit corporation<\/span>; and\n\t\t\t\tg. The ability of the benefit corporation<\/span> to accomplish its general and any specific public benefit<\/span> purpose; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> May consider:\n\t\t\t\ta. The resources; intent<\/span>; and past, stated, and potential conduct of any person<\/span> seeking to acquire control of the benefit corporation<\/span>; and\n\t\t\t\tb. Other pertinent factors or the interests<\/span> of any other person<\/span> that they deem appropriate; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Need not give priority to the interests<\/span> of a particular person<\/span> referred to in subdivisions 1 and 2 over the interests<\/span> of any other person<\/span> unless the benefit corporation<\/span> has stated its intention to give priority to interests<\/span> related to a specific public benefit<\/span> purpose identified in its articles. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The consideration of interests and factors in the manner required by subsection A shall not constitute a violation of § 13.1-690<\/a> or a director conflict of interests<\/span> under § 13.1-691<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> In any proceeding<\/span> brought by or in the right of a benefit corporation<\/span> or brought by or on behalf of the shareholders<\/span> of a benefit corporation<\/span>, a director is not personally liable for monetary damages<\/span> for: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Any action taken as a director if the director performed the duties of office in compliance with § 13.1-690<\/a> and this section; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Failure of the benefit corporation<\/span> to create general public benefit<\/span> or any specific public benefit<\/span> specified in its articles of incorporation<\/span> or bylaws or otherwise adopted by the board of directors. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nSTANDARD OF CONDUCT FOR DIRECTORS (\u00a7 13.1-788)\n\nA. Subject to \u00a7 13.1-690, in discharging the duties of their respective\npositions and in considering the best interests of the benefit corporation, the\nboard of directors, committees of the board, and individual directors of a\nbenefit corporation:\n\n 1. Shall consider the effects of any corporate action upon:\n \t\t\t\ta. The shareholders of the benefit corporation;\n \t\t\t\tb. The employees and workforce of the benefit corporation, its\n subsidiaries, and suppliers;\n \t\t\t\tc. The interests of customers as beneficiaries of the general or specific\n public benefit purposes of the benefit corporation;\n \t\t\t\td. Community and societal considerations, including those of each\n community in which offices or facilities of the benefit corporation, its\n subsidiaries, or suppliers are located;\n \t\t\t\te. The local and global environment;\n \t\t\t\tf. The short-term and long-term interests of the benefit corporation,\n including benefits that may accrue to the benefit corporation from its\n long-term plans and the possibility that these interests and the general and\n specific public benefit purposes of the benefit corporation may be best served\n by the continued independence of the benefit corporation; and\n \t\t\t\tg. The ability of the benefit corporation to accomplish its general and\n any specific public benefit purpose;\n\n 2. May consider:\n \t\t\t\ta. The resources; intent; and past, stated, and potential conduct of any\n person seeking to acquire control of the benefit corporation; and\n \t\t\t\tb. Other pertinent factors or the interests of any other person that they\n deem appropriate; and\n\n 3. Need not give priority to the interests of a particular person referred to\n in subdivisions 1 and 2 over the interests of any other person unless the\n benefit corporation has stated its intention to give priority to interests\n related to a specific public benefit purpose identified in its articles.\n\nB. The consideration of interests and factors in the manner required by\nsubsection A shall not constitute a violation of § 13.1-690 or a director\nconflict of interests under § 13.1-691.\n\nC. In any proceeding brought by or in the right of a benefit corporation or\nbrought by or on behalf of the shareholders of a benefit corporation, a director\nis not personally liable for monetary damages for:\n\n 1. Any action taken as a director if the director performed the duties of\n office in compliance with § 13.1-690 and this section; or\n\n 2. Failure of the benefit corporation to create general public benefit or any\n specific public benefit specified in its articles of incorporation or bylaws\n or otherwise adopted by the board of directors.\n\nHISTORY: 2011, c. 698.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}