Florida Statutes

Fla. Stat. § 607.0801 (2025)

Requirement for and duties of board of directors.

✓ 2025 Florida Statutes — current through the 2025 Regular Session

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607.0801 Requirement for and duties of board of directors.—

(1) Except as may be provided in an agreement authorized pursuant to s. 607.0732(1), each corporation must have a board of directors.

(2) All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction of, and subject to the oversight of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under s. 607.0732.

History.—s. 68, ch. 89-154; s. 21, ch. 93-281; s. 83, ch. 2019-90.

Notes of Decisions

Cited in 7 cases (2 in the last 5 years), 1998–2023 · leading case: Cannella v. Auto-Owners Ins. Co., 801 So. 2d 94 (Fla. 2001).

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Cannella v. Auto-Owners Ins. Co., 801 So. 2d 94 (Fla. 2001). · cites it 5× “See § 607.0801, Fla. Stat. (1991); In re Holiday Isles, Ltd.”

Seymour Ex Rel. Williams v. Panchita Inv., Inc., 28 So. 3d 194 (Fla. 3d DCA 2010). · cites it 2× “This po *198 sition is not supported by the corporate documents filed with the State of Florida, nor is it consistent with logic, common sense, or Florida’s scheme for corporate operation. A corporation is required to have a director and, if not, director responsibilities are…”

In Re Blue Stone Real Est., Constr. & Dev. Corp., 392 B.R. 897 (Bankr. M.D. Fla. 2008). · cites it 2× “Fla. Stat. §§ 607.0801 , 607.0732(1)(a) (2008).”

Hanger Orthopedic Grp., Inc. v. McMurray, 181 F.R.D. 525 (M.D. Fla. 1998). · cites it 2× “Fla.Stat. § 607.0801. The directors must be able to rely on officers, employees, counsel, and accountants in exercising their duties.”

FSOMA v. Slepin, 971 So. 2d 141 (Fla. 1st DCA 2007). “See § 607.0801 and 617.0801, Fla. Stat. (2007).”

Daren C. Daly (Bankr. S.D. Florida 2023). · cites it 2× “91 See Fla. Stat. § 607.0801 (2) (“All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction of, and subject to the oversight of, its…”

Daly v. Daly (Bankr. S.D. Florida 2023). · cites it 2× “91 See Fla. Stat. § 607.0801 (2) (“All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction of, and subject to the oversight of, its…”

— 607.0801(3) — 1 case

Cannella v. Auto-Owners Ins. Co., 801 So. 2d 94 (Fla. 2001). “See § 607.0801, Fla. Stat. (1991); In re Holiday Isles, Ltd.”

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