What is my liability as a Florida corporation secretary/treasurer?

Full question:

What is my personal liability as the secretary/treasurer of a Florida Corporation?

  • Category: Corporations
  • Subcategory: Officers
  • Date:
  • State: Florida

Answer:

Your liability as the secretary/treasurer of a Florida corporation depends on whether you breach your fiduciary duties. A court will evaluate this based on the specific facts and circumstances of your case.

Key factors include:

  • Whether you personally benefited at the company's expense.
  • Whether you failed to disclose important information that harmed the company.
  • Whether funds were misused for personal gain.
  • Your knowledge of any financial misconduct or undisclosed risks.

The court will assess if there was gross negligence, reckless conduct, intentional misconduct, or a knowing violation of the law. Your actions will be compared to how a reasonable person would act in similar situations.

To prove a breach of fiduciary duty, three elements must be established:

  1. A relationship where the plaintiff trusts you, and you have a duty to protect their interests.
  2. A breach of that duty by you.
  3. Damages suffered by the plaintiff as a result.

Defenses against claims of breach may include:

  • The statute of limitations has expired.
  • No fiduciary relationship existed (e.g., if the parties engaged in an arm's length transaction).
  • Lack of standing.
  • Approval of your actions after full disclosure.
  • The business judgment rule, which protects decisions made in good faith for the corporation's benefit.

This content is for informational purposes only and is not legal advice. Legal statutes mentioned reflect the law at the time the content was written and may no longer be current. Always verify the latest version of the law before relying on it.

FAQs

Florida Statute 607.1432 outlines the standards for the liability of corporate officers and directors. It states that officers and directors are not personally liable for monetary damages for actions taken in their capacity as corporate leaders, except in cases of breaches of fiduciary duty, intentional misconduct, or violations of law. This statute aims to protect corporate leaders from personal liability for decisions made in good faith for the benefit of the corporation. *Legal statutes mentioned reflect the law at the time the content was written and may no longer be current. Always verify the latest version of the law before relying on it.*

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