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Florida Statute 607.0801 - Full Text and Legal Analysis Florida Statute 607.0801 | Lawyer Caselaw & Research
Fla. Stat. § 607.0801 (2026) Copy Cite Official Site Syfertize CourtListener Amendments
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.

Cases Citing F.S. 607.0801

Fla. Stat. § 607.0801 (2026) Copy Cite Official Site Syfertize CourtListener Amendments
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·FSOMA v. Slepin, 971 So. 2d 141 (Fla. 1st DCA 2007).

Cited 6 times | Published | Florida 1st District Court of Appeal

...This is generally true as a matter of corporation law throughout the United States, see Harry G. Henn and John R. Alexander, Laws of Corporations, §§ 203, 219 (1983), and it is true as a matter of Florida law as to both corporations for profit and not-for-profit. See § 607.0801 and 617.0801, Fla....
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Cited as authority(citing case) (2023)
phrase: "rule_authority"
Cited as authority(citing case) (2022)
phrase: "rule_authority"
Cited as authority(citing case) (2015)
phrase: "rule_authority"
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·Hanger Orthopedic Grp., Inc. v. McMurray, 181 F.R.D. 525 (M.D. Fla. 1998).

Cited 2 times | Published | District Court, M.D. Florida | 1998 U.S. Dist. LEXIS 21686, 1998 WL 480845

...For this reason, agents have a legal duty to divulge a large variety of information to others. All corporate powers are exercised by or under the authority of the board of directors, which also manages all corporate business and affairs. Fla.Stat. § 607.0801....
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Cited as authority(citing case) (2024)
phrase: "rule_authority"
Cited as authorityBROPHY (2020)
phrase: "rule_authority"
Cited as authorityKleiman (2020)
phrase: "rule_authority"
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·Seymour Ex Rel. Williams v. Panchita Inv., Inc., 28 So. 3d 194 (Fla. 3d DCA 2010).

Cited 3 times | Published | Florida 3rd District Court of Appeal | 2010 Fla. App. LEXIS 2097, 2010 WL 624129

...This position *198 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 placed on those performing director functions. See § 607.0801, Fla....
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Cited as authorityVives (2012)
phrase: "rule_authority"
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·Cannella v. Auto-Owners Ins. Co., 801 So. 2d 94 (Fla. 2001).

Cited 2 times | Published | Supreme Court of Florida | 26 Fla. L. Weekly Supp. 754, 2001 Fla. LEXIS 2273, 2001 WL 1422463

...Section 607.1622, Florida Statutes (1991), required the corporation to file an annual report setting forth the names and addresses of the corporation, directors, and principal officers. Here, Mock listed only Monica Mock in its only filed annual report. Section 607.0801(3), Florida Statutes (1991), provided that a corporation having thirty-five or fewer shareholders "may dispense with or limit the authority of a board of directors by describing in its articles of incorporation who will perform some...
...This position 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 placed on those performing director functions. See § 607.0801, Fla....
...hose performing director functions under certain circumstances). Directors may resign but, despite the expiration of the director's term, responsibilities continue until a successor is qualified or a change in director structure occurs. See, e.g., §§ 607.0801; 607.0805(5), Fla....
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Cited as authoritySeymour (2010)
phrase: "rule_authority"

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