Florida Statutes
Fla. Stat. § 607.0831 (2025)
Liability of directors.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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607.0831 Liability of directors.—
(1) A director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision to take or not to take action, or any failure to take any action, as a director, unless:
(a) The director breached or failed to perform his or her duties as a director; and
(b) The director’s breach of, or failure to perform, those duties constitutes any of the following:
1. A violation of the criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful. A judgment or other final adjudication against a director in any criminal proceeding for a violation of the criminal law estops that director from contesting the fact that his or her breach, or failure to perform, constitutes a violation of the criminal law; but does not estop the director from establishing that he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful;
2. A circumstance under which the transaction at issue is one from which the director derived an improper personal benefit, either directly or indirectly;
3. A circumstance under which the liability provisions of s. 607.0834 are applicable;
4. In a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful or intentional misconduct; or
5. In a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.
(2) For the purposes of this section, the term “recklessness” means the action, or omission to act, in conscious disregard of a risk:
(a) Known, or so obvious that it should have been known, to the director; and
(b) Known to the director, or so obvious that it should have been known, to be so great as to make it highly probable that harm would follow from such action or omission.
(3) A director is deemed not to have derived an improper personal benefit from any transaction if the transaction and the nature of any personal benefit derived by the director are not prohibited by state or federal law or regulation and, without further limitation:
(a) In an action other than a derivative suit regarding a decision by the director to approve, reject, or otherwise affect the outcome of an offer to purchase the shares of, or to effect a merger of, the corporation, the transaction and the nature of any personal benefits derived by a director are disclosed or known to all directors voting on the matter, and the transaction was authorized, approved, or ratified by at least two directors who comprise a majority of the disinterested directors (whether or not such disinterested directors constitute a quorum); or
(b) The transaction is fair to the corporation at the time it is authorized, approved, or ratified as determined in accordance with s. 607.0832.
(4) The circumstances set forth in subsection (3) are not exclusive and do not preclude the existence of other circumstances under which a director will be deemed not to have derived an improper benefit.
Notes of Decisions
Cited in 25
cases (3 in the last 5 years), 1993–2025 · leading case: Off. Comm. of Unsecured Creditors of Toy King Distributors, Inc. v. Liberty Sav. Bank, FSB (In Re Toy King Distributors, Inc.), 256 B.R. 1 (Bankr. M.D. Fla. 2000).
Off. Comm. of Unsecured Creditors of Toy King Distributors, Inc. v. Liberty Sav. Bank, FSB (In Re Toy King Distributors, Inc.), 256 B.R. 1 (Bankr. M.D. Fla. 2000). “Section 607.0831, Florida Statutes, “will not permit liability for violation of the duties under the standard of care, unless the breach constitutes among other things, a violation of criminal law, a transaction which amounts to self-dealing, or recklessness, conscious disregard…”
Fox v. Prof'l Wrecker Operators of Florida, Inc., 801 So. 2d 175 (Fla. 5th DCA 2001). “0831 makes section 607.0831 of the general corporations chapter applicable to nonprofit corporations.”
Sonny Boy, LLC v. Asnani, 879 So. 2d 25 (Fla. 5th DCA 2004). “0834(1), Florida Statutes *28 (2002) [1] and section 607.0831(1), Florida Statutes (2002) [2] provide insulation for condominium association directors from liability in their individual capacities absent fraud, criminal activity, self-dealing, or unjust enrichment.”
Atherton v. Fed. Deposit Ins. Corp., 519 U.S. 213 (1997). “, Fla. Stat. § 607.0831 (1993) ("recklessness or an act or omission .”
Fed. Deposit Ins. v. Gonzalez-Gorrondona, 833 F. Supp. 1545 (S.D. Fla. 1993). “See Fla. Stat. § 607.0831 (West 1993). 4 We find that the Florida statute insulates corporate directors and officers from conduct amounting to gross negligence, and permits liability only for greater derelictions of the duty of care.”
Perlow v. Goldberg, 700 So. 2d 148 (Fla. 3d DCA 1997). “" Thus, all three of these Acts control the actions and governance of condominium associations and address the liability of the associations' directors.”
Hollywood Towers Condo. Ass'n v. Hampton, 40 So. 3d 784 (Fla. 4th DCA 2010). “See § 607.0831, Fla. Stat. (2009). In an apparent effort not to second-guess management decisions, courts have applied an adaptation of the business judgment rule to decisions made by condominium associations.”
Fed. Deposit Ins. v. Mintz, 816 F. Supp. 1541 (S.D. Fla. 1993). “Fla.Stat. § 607.0831 (preceded by § 607.1645).”
Banco Latino Int'l v. Gomez Lopez, 95 F. Supp. 2d 1327 (S.D. Fla. 2000). “See Fla. Stat. § 607.0831 (establishing standard for director liability); In re Southeast Banking Corp.”
Connolly v. Agostino's Ristorante, Inc., 775 So. 2d 387 (Fla. 2d DCA 2000). “[2] Although Agostino's contended the Connollys violated section 607.0831, Florida Statutes (1995), by its terms that statute merely shields directors from personal liability and specifies circumstances in which that protection may be lost.”
Fed. Deposit Ins. v. Stahl, 840 F. Supp. 124 (S.D. Fla. 1993). “Fla.Stat. § 607.0831(l)(b)(4) (1990) and Fla.”
In Re Se. Banking Corp., 827 F. Supp. 742 (S.D. Fla. 1993). “Fla.Stat. § 607.0831 ... Accordingly, and the only `easy' finding for the court to make, is that Florida statutory law does not allow suits for simple negligence after 1987").”
— 607.0831(1) — 7 cases
Sonny Boy, LLC v. Asnani, 879 So. 2d 25 (Fla. 5th DCA 2004). “0834(1), Florida Statutes *28 (2002) [1] and section 607.0831(1), Florida Statutes (2002) [2] provide insulation for condominium association directors from liability in their individual capacities absent fraud, criminal activity, self-dealing, or unjust enrichment.”
Perlow v. Goldberg, 700 So. 2d 148 (Fla. 3d DCA 1997). “" Thus, all three of these Acts control the actions and governance of condominium associations and address the liability of the associations' directors.”
In Re Se. Banking Corp., 827 F. Supp. 742 (S.D. Fla. 1993). “Fla.Stat. § 607.0831 ... Accordingly, and the only `easy' finding for the court to make, is that Florida statutory law does not allow suits for simple negligence after 1987").”
Cornfeld v. Plaza of the Americas Club, 273 So. 3d 1096 (Fla. 3d DCA 2019).
Brandt v. Bassett, 827 F. Supp. 742 (S.D. Fla. 1993).
— 607.0831(1)(a) — 1 case
Aerospace Accessory Serv. v. Abiseid, 943 So. 2d 866 (Fla. 3d DCA 2006).
— 607.0831(l)(b) — 1 case
Raphael v. Silverman, 22 So. 3d 837 (Fla. 4th DCA 2009).
— 607.0831(l)(b)(4) — 1 case
Fed. Deposit Ins. v. Stahl, 840 F. Supp. 124 (S.D. Fla. 1993). “Fla.Stat. § 607.0831(l)(b)(4) (1990) and Fla.”
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