LEGISLATIVE SESSION 2026

ANALYSIS OF BILL HB 797

Nonprofit Corporations

GENERAL BILL HB 797  by  Representative Kaylee Tuck; Commerce Committee; Civil Justice & Claims Subcommittee

Companion Bill (identical) SB 554

Last Action:  03/04/2026      Order enrolled:    No opposition
Effective Date: 7/1/2026

ANALYSIS

This bill was enrolled without opposition and will be presented to Governor DeSantis for signature into law, effective as of July 1, 2026.    The bill makes sense because it avoids confusion by applying  the same standards and consistency.    It will also avoid protracted litigation by attorneys using different terms for the definition of corporate powers in representing their clients.

FS 720.3033 --  Officers and directors.

The bill reenacts s. 720.3033(2)(a) and (b) and (3), F.S., relating to officers and directors, respectively, to incorporate the amendments made to ss. 617.0832 and 617.0834, F.S.
Under s. 617.083, F.S., the duties and general standards for directors are defined.   In addition, s 617.083, F.S. relates the manner and extent of liability relating to directors and officers.
Moreover, the bill creates a new subsection, s. 617.0143, F.S.

FS 617.0143 -- Qualified director.—

(1) For purposes of this chapter, the term:
(a) "Material interest   …. For a corporation that is regulated by chapter 718, chapter 719, chapter 720, chapter 721, or chapter 723, or a corporation when membership in such corporation is required pursuant to a document recorded in the county property records, a "material interest" is limited to familial, financial, professional, or employment interests.”

FS 721.13(a) -- Management.—

The bill reenacts acts s 721.13 F.S. to incorporate section 617.0834, F.S.
In particular, s. 721.13(a), F.S. restates that an officer, director, or agent of an owners' association, including a timeshare management firm and any individual licensed under part VIII of chapter  employed by the timeshare management firm, shall discharge its duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner it reasonably believes to be in the interests of the owners' association. An officer, director, or agent of an owners' association, including a timeshare management firm and any individual licensed under part VIII of chapter 468 employed by the timeshare management firm, is exempt from liability for monetary damages in the same unless such officer, director, agent, or firm breached or failed to perform its duties and the breach of, or failure to perform, its duties constitutes a violation of criminal law as provided in s. 617.0834; constitutes a transaction from which the officer or director derived an improper personal benefit, either directly or indirectly; or constitutes recklessness or an act or omission that was in bad faith, with malicious purpose, or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.

FS 718.111 -- The association.—

The bill reenacts subsection (1) (d) of section 718.111, Florida Statutes relating to  mandatory condominium

associations.

(1) CORPORATE ENTITY.—

(d) As required by s. 617.0830, an officer, director, or agent shall discharge his or her duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he or she reasonably believes to be in the interests of the association.   An officer, director, or agent shall be liable for monetary damages as provided in s. 617.0834 if such officer, director, or agent breached or failed to perform his or her duties and the breach is a violation of criminal law as provided in s. 617.0834; constitutes a transaction from which the officer or director derived an improper personal benefit, either directly or indirectly; or constitutes recklessness or an act or omission that was in bad faith, with malicious purpose, or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.