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Florida Statutes 621.07 - Liability of officers, agents, employees, shareholders, members, and corporation or limited liability company

Florida Statutes > Title XXXVI > Chapter 621 > § 621.07 - Liability of officers, agents, employees, shareholders, members, and corporation or limited liability company


Current as of: 2011

Nothing contained in this act shall be interpreted to abolish, repeal, modify, restrict, or limit the law now in effect in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional service and to the standards for professional conduct; provided, however, that any officer, agent, member, manager, or employee of a corporation or limited liability company organized under this act shall be personally liable and accountable only for negligent or wrongful acts or misconduct committed by that person, or by any person under that person’s direct supervision and control, while rendering professional service on behalf of the corporation or limited liability company to the person for whom such professional services were being rendered; and provided further that the personal liability of shareholders of a corporation, or members of a limited liability company, organized under this act, in their capacity as shareholders or members of such corporation or limited liability company, shall be no greater in any aspect than that of a shareholder-employee of a corporation organized under chapter 607 or a member-employee of a limited liability company organized under chapter 608. The corporation or limited liability company shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its officers, agents, members, managers, or employees while they are engaged on behalf of the corporation or limited liability company in the rendering of professional services.

s. 7, ch. 61-64; s. 2, ch. 67-590; s. 11, ch. 79-9; s. 8

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Questions & Answers: Business Structures

Shari, Please clarify what you mean when you say the owner "left" the corporation's building to his children. Even though the corporation was dissolved it still continues to exist...
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Comments (3)add comment
Robert Noah: ...
I am the Secretary of a Fl. corp. but own no shares or stock in the company. Am I liable for a debt to employees from a bookeeping error ?
1

January 04, 2012
Steven Daily: ...
Directors and officers of a Florida corporation are ordinarily not personally liable for the corporation's debts. However, an exception exists for unpaid wages. "A corporate officer with operational control of a corporation’s covered enterprise is an employer along with the corporation, jointly and severally liable under the FLSA [Fair Labor Standards Act] for unpaid wages....To be personally liable, an officer must either be involved in the day to day operation or have some direct responsibility for the supervision of the employee." Roberts v. Caballero & Castellanos, PL, 2010 WL 114001 (S.D.Fla.) I hope this information helps.
2

January 04, 2012
Lorraine Coleman: ...
What is the smallest % of ownership in an LLC to be able to participate and use contractors license to do work for the LLC?
3

January 27, 2012

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