Board of Directors in Florida
The board of directors is the governing body of a Florida corporation, responsible for strategic oversight, major decisions, and ensuring the corporation is managed in the shareholders' best interests under Section 607.0801.
Fiduciary Duties
Florida directors owe duties of care (informed, diligent decision-making) and loyalty (acting in the corporation's interest, avoiding conflicts). The business judgment rule under Section 607.0831 protects directors who act in good faith, with reasonable care, and in a manner they believe serves the corporation. This protection encourages qualified individuals to serve as directors.
Liability Protection
Florida corporations can limit director monetary liability through provisions in the articles of incorporation. Directors and officers insurance (D&O insurance) provides additional protection. However, liability cannot be eliminated for intentional misconduct, knowing violations of law, or improper personal benefit.
Related Terms
Barnes Walker Business Law
Barnes Walker advises boards and shareholders on Florida corporate governance. Contact us for business law guidance.
Florida Law Reference
Fla. Stat. Ch. 607 (Florida Business Corporation Act)
Governs the formation, governance, and dissolution of for-profit corporations in Florida, including shareholder rights, director duties, and corporate mergers.
Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC