Florida Statute 607.831 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

View Entire Chapter

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 CourtListener

Amendments to 607.0831

Annotations, Discussions, Cases:

Cases Citing Statute 607.0831

Total Results: 21

United States v. Fred De La Mata

266 F.3d 1275, 2001 U.S. App. LEXIS 21049, 2001 WL 1141810

Court of Appeals for the Eleventh Circuit | Filed: Sep 27, 2001 | Docket: 2038631

Cited 75 times | Published

Hattaway, 595 So.2d at 108. Thus, we read F.S. § 607.0831 27 as codifying the “business judgment

Official Committee of Unsecured Creditors of Toy King Distributors, Inc. v. Liberty Savings Bank, FSB (In Re Toy King Distributors, Inc.)

256 B.R. 1, 14 Fla. L. Weekly Fed. B 23, 43 U.C.C. Rep. Serv. 2d (West) 23, 2000 Bankr. LEXIS 1352, 2000 WL 1716185

United States Bankruptcy Court, M.D. Florida | Filed: Nov 9, 2000 | Docket: 1108287

Cited 54 times | Published

judgment rule has been defined by statute. Section 607.0831, Florida Statutes, "will not permit liability

Federal Deposit Insurance v. Gonzalez-Gorrondona

833 F. Supp. 1545, 1993 U.S. Dist. LEXIS 5004, 1993 WL 401875

District Court, S.D. Florida | Filed: Mar 19, 1993 | Docket: 354774

Cited 34 times | Published

corporation, or willful misconduct. See Fla. Stat. § 607.0831 (West 1993).[4] We find that the Florida statute

Fox v. Professional Wrecker Operators of Florida, Inc.

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

District Court of Appeal of Florida | Filed: Nov 30, 2001 | Docket: 1495580

Cited 30 times | Published

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

Federal Deposit Insurance v. Mintz

816 F. Supp. 1541, 1993 U.S. Dist. LEXIS 3559, 1993 WL 85734

District Court, S.D. Florida | Filed: Mar 2, 1993 | Docket: 2516883

Cited 23 times | Published

against suit for directors and officers. Fla.Stat. § 607.0831 (preceded by § 607.1645). It states in pertinent

In Re Southeast Banking Corp.

827 F. Supp. 742, 1993 WL 280330

District Court, S.D. Florida | Filed: Aug 13, 1993 | Docket: 1618461

Cited 21 times | Published

corporation, or willful misconduct. Fla.Stat.Ann. § 607.0831(1) (West 1990) (emphasis added). See also Glaab

Fonseca v. Taverna Imports, Inc.

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

District Court of Appeal of Florida | Filed: Jan 4, 2017 | Docket: 4561885

Cited 17 times | Published

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

In Re Southeast Banking Corp.

855 F. Supp. 353, 1994 WL 261378

District Court, S.D. Florida | Filed: May 3, 1994 | Docket: 1801110

Cited 16 times | Published

interests of Southeast pursuant to Fla.Stat. § 607.0831 (West 1993). See Second Amended Complaint at

Banco Latino International v. Gomez Lopez

95 F. Supp. 2d 1327, 2000 WL 489748

District Court, S.D. Florida | Filed: Apr 20, 2000 | Docket: 2262387

Cited 13 times | Published

in their official capacities. See Fla. Stat. § 607.0831 (establishing standard for director liability);

Sonny Boy, LLC v. Asnani

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

District Court of Appeal of Florida | Filed: May 28, 2004 | Docket: 1514421

Cited 12 times | Published

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

Hollywood Towers Condominium Ass'n v. Hampton

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

District Court of Appeal of Florida | Filed: Jun 23, 2010 | Docket: 1667160

Cited 11 times | Published

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

Perlow v. Goldberg

700 So. 2d 148, 1997 WL 631301

District Court of Appeal of Florida | Filed: Oct 15, 1997 | Docket: 1373141

Cited 8 times | Published

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

Connolly v. Agostino's Ristorante, Inc.

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

District Court of Appeal of Florida | Filed: Nov 29, 2000 | Docket: 1185330

Cited 7 times | Published

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

Federal Deposit Insurance v. Stahl

840 F. Supp. 124, 1993 U.S. Dist. LEXIS 17689, 1993 WL 524491

District Court, S.D. Florida | Filed: Jul 29, 1993 | Docket: 1782342

Cited 5 times | Published

was a standard of gross negligence. Fla.Stat. § 607.0831(1)(b)(4) (1990) and Fla.Stat. § 607.1645 (1987)

Kloha v. Duda

246 F. Supp. 2d 1237, 2003 U.S. Dist. LEXIS 2760, 2003 WL 681579

District Court, M.D. Florida | Filed: Feb 14, 2003 | Docket: 2307928

Cited 3 times | Published

(Fla. 2d DCA 2000) (noting that Florida Statute § 607.0831 "neither imposes any duties on corporate directors

Kapila v. Clark (In Re Trafford Distributing Center, Inc.)

431 B.R. 263

United States Bankruptcy Court, S.D. Florida. | Filed: Jun 30, 2010 | Docket: 1078761

Cited 2 times | Published

duty pursuant to Florida Statutes § 607.0830 and § 607.0831 in the amount of $2,305,275.86 as she caused

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

District Court of Appeal of Florida | Filed: Jul 17, 2024 | Docket: 68950375

Published

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

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

District Court of Appeal of Florida | Filed: Feb 23, 2022 | Docket: 63108525

Published

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

Aerospace Accessory Service v. Abiseid

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

District Court of Appeal of Florida | Filed: Nov 15, 2006 | Docket: 1527345

Published

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

Brandt v. Bassett

855 F. Supp. 353, 1994 U.S. Dist. LEXIS 6551

District Court, S.D. Florida | Filed: May 3, 1994 | Docket: 65990998

Published

interests of Southeast pursuant to Fla.Stat. § 607.0831 (West 1993). See Second Amended Complaint at

Brandt v. Bassett

827 F. Supp. 742, 1993 U.S. Dist. LEXIS 10115

District Court, S.D. Florida | Filed: Jul 22, 1993 | Docket: 65985290

Published

corporation, or willful misconduct. Fla.Stat.Ann. § 607.0831(1) (West 1990) (emphasis added). See also Glaab