Fla. Stat. 607.609
Standard of conduct for officers

(1)

If an officer of a benefit corporation reasonably believes that a matter may have a material effect on the ability of the corporation to create, or the creation by the corporation of, general public benefit or a specific public benefit identified in the articles of incorporation and the officer has discretion to act on the matter, the officer shall consider the interests and factors provided in s. 607.607(1).

(2)

The officer’s consideration of interests and factors under subsection (1) does not constitute a violation of s. 607.0841.

(3)

Except as provided in the articles of incorporation, an officer is not personally liable for monetary damages to the corporation or to any other person for the failure of the benefit corporation to pursue or create general public benefit or a specific public benefit; however, he or she is subject to s. 607.0841.

(4)

Except as provided in the articles of incorporation, an officer does not have a duty to a person who is a beneficiary of the general public benefit purpose or any specific public benefit purpose of the benefit corporation arising from the status of the person as a beneficiary.

Source: Section 607.609 — Standard of conduct for officers, https://www.­flsenate.­gov/Laws/Statutes/2024/0607.­609 (accessed Aug. 7, 2025).

Current through Fall 2025

§ 607.609. Standard of conduct for officers's source at flsenate​.gov