Florida Statutes
Fla. Stat. § 617.07401 (2025)
Members’ derivative actions.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
Find cases:
SyfertCases citing this section
FL-LEGleg.state.fl.us
JustiaFla. Statutes
CornellLII Search
CasesGoogle Scholar
617.07401 Members’ derivative actions.—
(1) A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a member of the corporation when the transaction complained of occurred or unless the person became a member through transfer by operation of law from one who was a member at that time.
(2) A complaint in a proceeding brought in the right of a domestic or foreign corporation must be verified and allege with particularity the demand made to obtain action by the board of directors and that the demand was refused or ignored by the board of directors for at least 90 days after the date of the first demand unless, before the expiration of the 90 days, the person was notified in writing that the corporation rejected the demand, or unless irreparable injury to the corporation would result by waiting for the expiration of the 90-day period. If the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.
(3) The court may dismiss a derivative proceeding if, on motion by the corporation, the court finds that one of the groups specified in paragraphs (a)-(c) has made a good faith determination after conducting a reasonable investigation upon which its conclusions are based that the maintenance of the derivative suit is not in the best interests of the corporation. The corporation has the burden of proving the independence and good faith of the group making the determination and the reasonableness of the investigation. The determination shall be made by:
(a) A majority vote of independent directors present at a meeting of the board of directors, if the independent directors constitute a quorum;
(b) A majority vote of a committee consisting of two or more independent directors appointed by a majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constitute a quorum; or
(c) A panel of one or more independent persons appointed by the court upon motion by the corporation.
(4) A proceeding commenced under this section may not be discontinued or settled without the approval of the court. If the court determines that a proposed discontinuance or settlement substantially affects the interest of the members of the corporation, or a class, series, or voting group of members, the court shall direct that notice be given to the members affected. The court may determine which party or parties to the proceeding shall bear the expense of giving the notice.
(5) Upon termination of the proceeding, the court may require the plaintiff to pay any defendant’s reasonable expenses, including reasonable attorney’s fees, incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause.
(6) The court may award reasonable expenses for maintaining the proceeding, including reasonable attorney’s fees, to a successful plaintiff or to the person commencing the proceeding who receives any relief, whether by judgment, compromise, or settlement, and may require that the person account for the remainder of any proceeds to the corporation; however, this subsection does not apply to any relief rendered for the benefit of injured members only and is limited to a recovery of the loss or damage of the injured members.
Notes of Decisions
Cited in 13
cases (7 in the last 5 years), 2011–2026 · leading case: Iezzi Fam. Ltd. P'ship v. Edgewater Beach Owners Ass'n, etc., 254 So. 3d 584 (Fla. 1st DCA 2018).
Iezzi Fam. Ltd. P'ship v. Edgewater Beach Owners Ass'n, etc., 254 So. 3d 584 (Fla. 1st DCA 2018). “Section 617.07401, Florida Statutes, restricts the ability of members to bring lawsuits “in the right of” their non-for-profit corporation.”
Collado v. Baroukh, 226 So. 3d 924 (Fla. 4th DCA 2017). “§ 617.07401, Fla. Stat. The trial court also correctly found the verified complaint failed to comply with section 617.”
Udick v. Harbor Hills Dev., L.P., 179 So. 3d 489 (Fla. 5th DCA 2015). “A derivative suit, such as the Bell/Line lawsuit, is a cause of action on behalf of a stockholder or member to enforce a right of action that exists on behalf of the corporation. Fort Pierce Corp. v.”
Sharma v. Ramlal, 76 So. 3d 955 (Fla. 2d DCA 2011). “If the causes of action are indeed derivative, the appellees have not alleged compliance with the presuit requirements of section 617.07401, Florida Statutes (2009), applicable to nonprofit corporations.”
Cornfeld v. Plaza of the Americas Club, 273 So. 3d 1096 (Fla. 3d DCA 2019). “The Club filed a motion to dismiss, arguing (1) Cornfeld lacked standing to bring the derivative action because he failed to serve a pre-suit demand pursuant to section 617.07401, Florida Statutes (2016); (2) Cornfeld’s claims are barred because the Club is protected by the…”
Tara Ezer v. Jacqueline Holdack (Fla. 4th DCA 2023). “However, section 617.07401 does not define what makes a director “independent,” and neither does the general chapter’s “definitions” statute.”
Peter Mineo & Diane Mineo v. Minh Binh Do & Mindy Hang Nguyen (Fla. 4th DCA 2026). “In moving for summary judgment, appellees argued that appellants have not complied with section 617.07401, Florida Statutes (2021), which governs derivative suits, where the injury is sustained by the HOA, rather than the individual member.”
The Marbella Condo. Ass'n, Inc. v. Richard A. Josepher (Fla. 4th DCA 2024). “§ 617.07401(5), Fla. Stat. (2022) (emphasis added).”
Elena Collado, Etc. v. Brigitte Baroukh (Fla. 4th DCA 2017). “§ 617.07401, Fla. Stat. The trial court also correctly found the verified complaint failed to comply with section 617.”
Leslie Gratz, etc. v. 1750 James Condo. Ass'n, Inc. (Fla. 3d DCA 2024). “See § 617.07401(3), Fla. Stat. (2021) (“The court may dismiss a derivative proceeding if, on motion by the corporation, the court finds that one of the groups specified in paragraphs (a)-(c) has made a good faith determination after conducting a reasonable investigation upon…”
Florida Dep't of Health v. Kenneth Woliner, M.D. (Fla. 1st DCA 2024). “041, but by the more specific provisions of section 617.07401(5), Florida Statutes, that address with particularity the award of costs in such actions and require that certain conditions be met before the party can be entitled to an award of costs.”
Pagliara (M.D. Fla. 2025). “) Pagliara is now pursuing a derivative action on behalf of Club Brittany under Fla. Stat. § 617.07401 . (Id. at 6.) He claims that Dungan breached “his fiduciary duties, both to Club Brittany .”
— 617.07401(2) — 3 cases
Collado v. Baroukh, 226 So. 3d 924 (Fla. 4th DCA 2017). “§ 617.07401, Fla. Stat. The trial court also correctly found the verified complaint failed to comply with section 617.”
Tara Ezer v. Jacqueline Holdack (Fla. 4th DCA 2023). “However, section 617.07401 does not define what makes a director “independent,” and neither does the general chapter’s “definitions” statute.”
Elena Collado, Etc. v. Brigitte Baroukh (Fla. 4th DCA 2017). “§ 617.07401, Fla. Stat. The trial court also correctly found the verified complaint failed to comply with section 617.”
— 617.07401(3) — 2 cases
Tara Ezer v. Jacqueline Holdack (Fla. 4th DCA 2023). “However, section 617.07401 does not define what makes a director “independent,” and neither does the general chapter’s “definitions” statute.”
Leslie Gratz, etc. v. 1750 James Condo. Ass'n, Inc. (Fla. 3d DCA 2024). “See § 617.07401(3), Fla. Stat. (2021) (“The court may dismiss a derivative proceeding if, on motion by the corporation, the court finds that one of the groups specified in paragraphs (a)-(c) has made a good faith determination after conducting a reasonable investigation upon…”
— 617.07401(3)(b) — 1 case
Tara Ezer v. Jacqueline Holdack (Fla. 4th DCA 2023). “However, section 617.07401 does not define what makes a director “independent,” and neither does the general chapter’s “definitions” statute.”
— 617.07401(3)(c) — 1 case
Leslie Gratz, etc. v. 1750 James Condo. Ass'n, Inc. (Fla. 3d DCA 2024). “See § 617.07401(3), Fla. Stat. (2021) (“The court may dismiss a derivative proceeding if, on motion by the corporation, the court finds that one of the groups specified in paragraphs (a)-(c) has made a good faith determination after conducting a reasonable investigation upon…”
— 617.07401(5) — 3 cases
The Marbella Condo. Ass'n, Inc. v. Richard A. Josepher (Fla. 4th DCA 2024). “§ 617.07401(5), Fla. Stat. (2022) (emphasis added).”
Florida Dep't of Health v. Kenneth Woliner, M.D. (Fla. 1st DCA 2024). “041, but by the more specific provisions of section 617.07401(5), Florida Statutes, that address with particularity the award of costs in such actions and require that certain conditions be met before the party can be entitled to an award of costs.”
Leslie Gratz, etc. v. 1750 James Condo. Ass'n, Inc. (Fla. 3d DCA 2024). “See § 617.07401(3), Fla. Stat. (2021) (“The court may dismiss a derivative proceeding if, on motion by the corporation, the court finds that one of the groups specified in paragraphs (a)-(c) has made a good faith determination after conducting a reasonable investigation upon…”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.