Florida HB 797 (Ch. 2026-168): Nonprofit Corporation Act Rewrite and Association Boards

Quick Answer

Florida CS/CS/HB 797 (chapter 2026-168) rewrote Chapter 617, the Florida Not For Profit Corporation Act, effective July 1, 2026. Many Florida condominium and homeowners' associations are incorporated under Chapter 617, and Chapters 718 and 720 say the corporate law applies to them. So the rewrite can matter to boards even though HB 797 is not an "HOA bill" or a "condo bill."

The key caution: which new Chapter 617 rules actually change how a given association operates depends on its articles, bylaws, Chapter 718 or 720, and counsel's reading. This page covers what we could verify and flags the rest.

At a Glance

What the Law Says

The Senate bill summary describes the act as a comprehensive revision that "incorporates updates from the Model Nonprofit Corporation Act and harmonizes the Act with the Florida Business Corporation Act." The House analysis notes the chapter "has not been significantly amended for over 15 years" and that the bill came out of work by a task force of The Florida Bar's Business Law Section.

The enrolled bill is long (the bill page lists 189 statute citations). We read the final bill page, the Senate summary, the Commerce Committee House analysis (February 11, 2026), and the current text of several sections the act touches. We could not load the enrolled bill text itself, so the lists below follow the committee analysis, which the House says "does not constitute an official statement of legislative intent," and the current statute sections we read.

Changes the House analysis highlights

• Board minimum. The minimum number of directors drops to one, except three for 501(c)(3) organizations.
• Director terms and elections. Default term is one year unless the articles or bylaws say otherwise. By default directors are elected by members where there are members.
• Judicial removal. A court may remove a director who engaged in fraudulent conduct, grossly abused the position, or intentionally inflicted harm on the entity, if removal is in the corporation's best interest.
• Officer standards. New minimum duties and standards of care for officers, not only directors.
• Liability. The analysis says the bill expands personal liability protection to directors and officers of all nonprofit corporations. Current section 617.0834 reads that a director or officer "is not personally liable for monetary damages" unless listed conditions are met (violation of criminal law, improper personal benefit, conscious disregard or willful misconduct in certain proceedings, or recklessness, bad faith or malicious purpose in others).
• Special meetings. The default share of members needed to call a special meeting rises from 5 percent to 10 percent of the votes entitled, unless the articles or bylaws provide otherwise. A board meeting may be called by 20 percent of the directors in office.
• Proxies and remote participation. New default proxy rules and revised remote participation provisions.
• Records. Revised corporate record and member inspection provisions, with expanded financial disclosures to members on mandatory timelines, and a bar on limiting member inspection rights through the articles or bylaws.
• Other. Mergers, conversions, domestication, dissolution, derivative proceedings, registered agent and name rules were also revised.

Conflicts of interest

Current section 617.0832 defines a "director's conflict of interest transaction" and says such a transaction is not void or voidable if "fair to the corporation at the time it is authorized, approved, effectuated, or ratified." It sets burden-of-proof rules where the board or members approve after disclosure. Association statutes cross-refer to it: section 718.3027(2) says "The association shall comply with the requirements of s. 617.0832," and section 720.3033(2) requires the board to "Comply with the requirements of s. 617.0832." Both also contain their own rules, such as two-thirds director approval of related-party contracts.

How Chapters 718 and 720 connect

• Section 720.302(5): "corporations that operate residential homeowners' associations in this state shall be governed by and subject to part I of chapter 607, if the association was incorporated under that part, or to chapter 617, if the association was incorporated under that chapter, and this chapter."
• Section 718.111(2): the association's powers and duties include those in the declaration and bylaws "and part I of chapter 607 and chapter 617, as applicable."
• The History lines of 718.3027 and 720.3033 now cite chapter 2026-168 (sections 186 and 187 of the act). The bill's citation table also lists 718.111, 718.1265, 719.128, 720.316 and 721.13. We did not compare the before-and-after wording of those sections and cannot say what changed in them.

What This Means in Practice

For boards

Our reading: start by checking where your association is incorporated. An association formed under Chapter 607 is not governed by Chapter 617 under the section 720.302(5) text above. One formed under Chapter 617 should ask counsel which of the new defaults are overridden by its articles and bylaws and by the specific rules in Chapters 718 or 720. Those chapters have their own rules on meetings, notices, elections, official records and board qualifications, and we have not mapped each new Chapter 617 default against them.

Open questions to raise with counsel: whether a one-year default director term or a lower special-meeting threshold applies to your community; whether the new corporate-records provisions interact with the official records rules in section 718.111(12) or 720.303; and how the broader liability language works alongside the criminal and removal provisions in Chapters 718 and 720.

For owners

The new rules sit mostly in the corporate layer of the law. Owner rights to association records, voting and board elections are set by the association statutes and governing documents. The new judicial removal tool for directors is a court process. We did not find any court decision applying it.

Not covered by what we read

We did not read the enrolled text of sections beyond those named, did not confirm how the act treats cooperatives, and did not confirm any transition rules for existing bylaws. Treat any claim about the act's reach to a specific association as unconfirmed until counsel has read the enrolled bill.

Timeline

Related Florida Law

• Chapter 617: the Nonprofit Corporations Act
• Sections 617.0830 to 617.0834: director duties and liability
• Section 718.3027: condominium director conflicts of interest
• Section 720.3033: HOA officers and directors
• Section 718.111: the condominium association
• Florida HOA laws complete guide

Board Checklist

• Confirm under which chapter (607 or 617) the association is incorporated by reading the filed articles.
• Ask counsel for a short list of new Chapter 617 defaults that could differ from your bylaws on board size, terms, special meetings, proxies and remote participation.
• Check whether any bylaw provision cites a specific Chapter 617 section number that may have moved.
• Review the conflict-of-interest procedure used for related-party contracts against section 718.3027 or 720.3033 and section 617.0832.
• Review the association's D&O coverage and ask the insurer or counsel whether the new liability language changes anything.
• Keep minutes that show disclosure and approval steps for any director or officer transaction.

Frequently Asked Questions

Is HB 797 an HOA law or a condo law?

Neither by title. It is a rewrite of the nonprofit corporation chapter. Associations incorporated under that chapter are subject to it under the language in sections 720.302(5) and 718.111(2) quoted above.

When did the Chapter 617 rewrite take effect?

July 1, 2026, according to the bill page and both committee analyses.

Does the law let a court remove an association director?

The House analysis says the act creates a judicial removal procedure where a court finds fraudulent conduct, gross abuse of the position, or intentional infliction of harm on the entity and that removal is in the corporation's best interest. How it applies to association boards has not been tested in any decision we found.

Did the director liability rules change?

The House analysis says liability protection was expanded to directors and officers of all nonprofit corporations, and section 617.0834 now carries chapter 2026-168 in its History. We did not read the prior text, so we cannot describe the before-and-after difference.

Do the new default director terms replace my bylaws?

The analysis describes the one-year term as a default "unless the articles of incorporation or bylaws provide otherwise." Check your documents and the Chapter 718 or 720 rules with counsel.

Did HB 797 change the association director education rules?

Not that we found. The director education rules in section 720.3033 are in that section's own text. HB 797 touched 720.3033 (History: s. 187, ch. 2026-168), but we did not compare what changed.

Where This Comes From

We read the Florida Senate bill page for CS/CS/HB 797, the Senate Commerce and Tourism Committee bill summary, the House Commerce Committee bill analysis dated February 11, 2026, and the 2026 statute text and History lines for sections 617.0830, 617.0832, 617.0834, 718.3027, 718.111, 720.302 and 720.3033 on the Florida Legislature's website. The enrolled bill text and the final House analysis did not load, so details of the final text are not verified. Official page: flsenate.gov/Session/Bill/2026/797.

How APM Helps

Association Property Managers provides remote HOA and condo management for associations in Florida, starting at a flat $99/month per community with no per-door fees or long-term contracts. See remote management in Florida, browse every Florida state-law guide, or request a free proposal, delivered within three business days. Laws and licensing rules differ by state, and we confirm the requirements for Florida when we build your proposal.

Legal disclaimer: This article is general information, not legal advice. Laws change and associations differ. Confirm the current statute text and how it applies to your governing documents with a licensed Florida attorney before acting.