The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

View Entire Chapter

F.S. 607.0834

607.0834 Liability for unlawful distributions.—

(1) A director who votes for or assents to a distribution made in violation of s. 607.06401, s. 607.1410(1), or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating s. 607.06401, s. 607.1410(1), or the articles of incorporation if it is established that the director did not perform his or her duties in compliance with s. 607.0830. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.

(2) A director held liable under subsection (1) for an unlawful distribution is entitled to contribution:

(a) From every other director who could be liable under subsection (1) for the unlawful distribution; and

(b) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of s. 607.06401 or the articles of incorporation.

(3) A proceeding under this section is barred unless it is commenced:

(a) Within 2 years after the date on which the effect of the distribution was measured under s. 607.06401(6) or (8);

(b) Within 2 years after the date as of which the violation of s. 607.06401 occurred as the consequence of disregard of a restriction in the articles of incorporation;

(d) With regard to contribution or recoupment under subsection (2), within 1 year after the liability of the claimant has been finally adjudicated under subsection (1).

History.—s. 88, ch. 89-154; s. 150, ch. 90-179; s. 29, ch. 97-102; s. 103, ch. 2019-90.

F.S. 607.0834 on Google Scholar

F.S. 607.0834 on Casetext

Amendments to 607.0834

Arrestable Offenses / Crimes under Fla. Stat. 607.0834

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.0834.

Annotations, Discussions, Cases:

Cases from cite.case.law:

WORLD HEALTH ALTERNATIVES, INC. L. v. E. C. R. Sr. W. T. B. J., 385 B.R. 576 (Bankr. D. Del. 2008)

. . . benefit or, in the case of a director, a circumstance under which the liability provisions of F.S. 607.0834 . . .

In VENCOM, INC. s v. L. s, 355 B.R. 3 (Bankr. W.D. Ky. 2006)

. . . The third is for unlawful distributions pursuant to Florida statute § 607.0834. . . . See, F.S.A. § 607.0834 and § 607.06401. b. . . .

JESSON, INC. a v. SUTTON HILL ASSOCIATES, INC. a, 789 So. 2d 1064 (Fla. Dist. Ct. App. 2001)

. . . The legislature, in section 607.144(l)(c), Florida Statutes (1985), and later in section 607.0834, Florida . . .

HANGER ORTHOPEDIC GROUP, INC. v. McMURRAY,, 181 F.R.D. 525 (M.D. Fla. 1998)

. . . . §§ 607.0830, 607.0832, 607.0833, 607.0834. . . .

FEDERAL DEPOSIT INSURANCE CORPORATION, v. GONZALEZ- GORRONDONA, Jr. a k a a k a L. Jr. E. Jr. D. O F. A. E. Bo L. M. R., 833 F. Supp. 1545 (S.D. Fla. 1993)

. . . A circumstance under which the liability provisions of s. 607.0834 are applicable; 4. . . .