Florida Statute 607.0831 | Lawyer Caselaw & Research

The 2024 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.0831

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.

History.—s. 85, ch. 89-154; s. 24, ch. 93-281; s. 27, ch. 97-102; s. 100, ch. 2019-90.

F.S. 607.0831 on Google Scholar

F.S. 607.0831 on Casetext

Amendments to 607.0831

Arrestable Offenses / Crimes under Fla. Stat. 607.0831

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.0831.

Annotations, Discussions, Cases:

Cases Citing Statute 607.0831

Total Results: 11

King David of Sunny Isles Condominium Association, Inc. v. Alex Bushoy

Court: District Court of Appeal of Florida | Date Filed: 2024-07-17

Snippet: fraud, self-dealing or unjust enrichment”); § 607.0831(1), Fla. Stat. (providing exceptions to general

NEW HORIZONS CONDOMINIUM MASTER ASSOCIATION, INC. v. ROBERT HARDING

Court: District Court of Appeal of Florida | Date Filed: 2022-02-23

Snippet: companies, and not-for-profit corporations. See § 607.0831(1), Fla. Stat. (2021) (“A director is not personally

Cornfeld v. Plaza of the Americas Club

Court: District Court of Appeal of Florida | Date Filed: 2019-05-01

Citation: 273 So. 3d 1096

Snippet: derivative action on the corporation’s behalf. §607.0831(1), Florida Statutes (2018) (providing 3 The

Fonseca v. Taverna Imports, Inc.

Court: District Court of Appeal of Florida | Date Filed: 2017-01-04

Citation: 212 So. 3d 431, 2017 WL 36264, 2017 Fla. App. LEXIS 28

Snippet: be in the best interests of the corporation); § 607.0831 (providing, inter alia, that a director is not

Hollywood Towers Condominium Ass'n v. Hampton

Court: District Court of Appeal of Florida | Date Filed: 2010-06-23

Citation: 40 So. 3d 784, 2010 Fla. App. LEXIS 9108, 2010 WL 2509178

Snippet: corporate directors from personal liability. See § 607.0831, Fla. Stat. (2009). In an apparent effort not

Raphael v. Silverman

Court: District Court of Appeal of Florida | Date Filed: 2009-11-25

Citation: 22 So. 3d 837, 2009 Fla. App. LEXIS 17689, 2009 WL 4060915

Snippet: directors filed a motion to dismiss, citing sections 607.0831(1) and 617.0834(1), Florida Statutes, which provide

Aerospace Accessory Service v. Abiseid

Court: District Court of Appeal of Florida | Date Filed: 2006-11-15

Citation: 943 So. 2d 866, 2006 Fla. App. LEXIS 19120, 2006 WL 3302655

Snippet: burrow under the protective blanket of section 607.0831, Florida Statutes (2005), the codification of

Sonny Boy, LLC v. Asnani

Court: District Court of Appeal of Florida | Date Filed: 2004-05-28

Citation: 879 So. 2d 25, 2004 Fla. App. LEXIS 8418, 2004 WL 1175221

Snippet: 0834(1), Florida Statutes *28 (2002)[1] and section 607.0831(1), Florida Statutes (2002)[2] provide insulation

Fox v. Professional Wrecker Operators of Florida, Inc.

Court: District Court of Appeal of Florida | Date Filed: 2001-11-30

Citation: 801 So. 2d 175, 2001 Fla. App. LEXIS 16954, 2001 WL 1516949

Snippet: 617.0831 applies. Section 617.0831 makes section 607.0831 of the general corporations chapter applicable

Connolly v. Agostino's Ristorante, Inc.

Court: District Court of Appeal of Florida | Date Filed: 2000-11-29

Citation: 775 So. 2d 387, 2000 Fla. App. LEXIS 15424, 2000 WL 1744886

Snippet: their duties as directors as set forth in Section 607.0831 Fla. Stat. Both Connollys received improper personal

Perlow v. Goldberg

Court: District Court of Appeal of Florida | Date Filed: 1997-10-15

Citation: 700 So. 2d 148, 1997 WL 631301

Snippet: attaches. See § 617.0834(1), Fla. Stat.(1995);[1] § 607.0831(1), Fla. Stat.(1995);[2] § 718.303(1)(d), Fla