Directors’ Liabilities and Responsibilities
Directors and Officers exercise certain powers with respect to a company, make frequent decisions regarding that company and are responsible for the company’s day to day management. However, the business decisions they make do not subject them to personal liability when a decision turns out to be bad. Senior Executives, members of the Board of Directors and other Governing Bodies and Management of a company are generally not liable for the acts or debts of the company by reason of their status as Manager, Officer, Director, or high ranking Official.
Directors are authorized to act on behalf of a company by the company’s articles of incorporation, the Florida Business Corporation Act Chapter 607, common law and certain shareholder resolutions. Similarly, Directors’ powers and the ability to delegate the power to others are subject to the provisions of the Articles of Incorporation limiting those powers, directors’ general duties as set out in the Florida Business Corporations Act Chapter 607, common law and shareholders resolutions.