Board of Directors vs. Managers in Florida Entities

2. Florida Legal Context

Corporations are governed by Chapter 607 of the Florida Statutes (Florida Business Corporation Act), while LLCs are governed by Chapter 605 (Florida Revised LLC Act).

Key distinctions in Florida:

• Corporations:
  • Must have a Board of Directors elected by shareholders.
  • Directors owe fiduciary duties of care and loyalty.
  • Officers (CEO, CFO, etc.) run daily operations under board oversight.
• LLCs:
  • May be member-managed (owners run the business) or manager-managed (designated managers run operations).
  • Managers can be members or non-members.
  • The Operating Agreement defines the authority and duties of managers.

3. Real-World Application

• A startup in Orlando forms a corporation to raise venture capital and appoints a Board of Directors to guide strategic decisions.
• A small restaurant in St. Pete operates as a member-managed LLC where the owners handle daily tasks without outside managers.
• A real estate investment company in Fort Lauderdale chooses a manager-managed LLC structure to have a professional property manager oversee multiple properties on behalf of the members.

Choosing the right structure—and understanding who has authority—can prevent costly misunderstandings and liability.

4. Why It Matters for Business Owners

Knowing the difference between directors and managers helps avoid internal disputes and regulatory issues.

Why it matters:

• Clarity in roles: Misunderstanding who can make decisions may lead to unauthorized contracts, lawsuits, or internal conflict.
• Legal Protection: Directors and managers in Florida have fiduciary duties. Breaches can lead to personal liability.
• Tax and governance implications: The entity structure you choose will dictate who files reports, signs contracts, and makes key decisions.

Common mistakes:

• Mixing up board and management roles in meeting minutes
• Failing to update Sunbiz when directors or managers change
• Not creating an Operating Agreement to define manager authority

5. Real-World Florida Examples

• A Tampa-based tech corporation’s board approves a major acquisition while the CEO (an officer) implements the deal. The roles are clearly defined to avoid overstepping authority.
• A Sarasota LLC hires a non-member manager to run operations. A properly drafted Operating Agreement outlines the manager’s duties and compensation.
• A Jacksonville construction business elects to remain member-managed so the owners can stay hands-on with daily operations.

6. How Our Law Firm Can Help

At Black Rock Trial Lawyers, we help you get your governance structure right from day one—or clean it up if it’s already a mess.

We offer:

• Entity structure consultations to determine the right setup for your goals
• Drafting and revising Bylaws (for corporations) and Operating Agreements (for LLCs)
• Board and manager resolutions to memorialize important decisions
• Sunbiz filings to appoint or remove directors and managers
• Legal guidance on fiduciary duties, conflict of interest, and liability issues

Whether you’re launching or scaling, we make sure your leadership team has clear authority and legal protection.

7. FAQs (Frequently Asked Questions)

Q: Do LLCs in Florida have a Board of Directors?
A: No. Florida LLCs do not have boards. Instead, they are run by members (owners) or designated managers.

Q: Can a Florida corporation operate without a board?
A: No. Florida corporations must have at least one director. Shareholders elect the board.

Q: What’s the difference between a manager and an officer?
A: In an LLC, a manager runs the business. In a corporation, officers (like CEO or CFO) manage day-to-day affairs under the direction of the board.

Q: Can one person be both a director and an officer in a Florida corporation?
A: Yes. In small corporations, the same person often wears multiple hats—shareholder, director, and officer.

Q: Why should I work with a lawyer to define these roles?
A: Clear role definitions reduce the risk of internal conflict, legal exposure, and confusion during major decisions or disputes. We help you draft and file everything correctly.

8. How to Retain Our Law Firm

We offer multiple access points tailored to your needs:

• Flat-Fee Retainers: Set pricing based on project scope (quoted after your consultation)
• 1-Hour Strategy Consultations: A high-impact session to assess your issues, answer questions, and develop a legal roadmap. Pricing starts at $500.00.
• 3-Hour Master Strategy Sessions: A deep dive analysis with detailed, actionable solutions tailored to your business challenges
• Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program (Read below)

All services are available in-person, by phone, or virtually.

9. Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program

Our flagship service is the BELAW Membership – Business & Entrepreneurship Law Advisor Program. This is an exclusive, members-only, 12-month ON-DEMAND legal and business support program at a predictable flat monthly fee, tailored to each business client—regardless of company size.

BELAW is open to business owners, entrepreneurs, for-profit companies, non-profits, and foreign investors. Our members range from startups and nonprofits to established businesses.

At the core of BELAW is our P.O.N.C.E. methodology, developed by Attorney Gil Sanchez, to help businesses not just stay protected—but grow strategically.

What you get with BELAW:

• On demand strategic legal consultations with Attorney Gil Sanchez
• Document review and compliance audits
• Guidance on contracts, leasing, employment, and liability
• Drafting Collection Notices, Cease & Desist Letters and Confidentiality Agreements
• Proactive legal support to mitigate lawsuits and reduce risk exposure
• Strategic input on revenue-generating decisions like expansion, licensing, and joint ventures
• Entrepreneur coaching and a growing library of business education resources
• Litigation retainer and hourly rate discounts

We’re available when you need us—on demand, without hourly billing.

We make it easy to get started:

• Call or text us at (813) 254-1777
• Or fill out the secure contact form below

A member of our team will respond promptly to schedule your consultation.

10. How to Contact Our Law Firm to Retain

We make it easy for you to retain us:

• Call or text: (813) 254-1777
• Email: info@blackrocklaw.com
• Or submit your request using the form below

Our team will promptly follow up to confirm availability and next steps.

11. Who You Are Hiring

When you hire our firm, you’re not just hiring a lawyer — you’re securing the insight, grit, and expertise of Attorney Gil Sanchez.

A proud double Gator, Gil earned both his undergraduate and law degrees from the University of Florida — one of the top public universities in the country. Since 2004, he has built a reputation as a formidable business and trial attorney, successfully trying cases before juries in both Florida state and federal courts.

Gil’s legal practice is deeply informed by real-life experience. He launched his first business at age 13 and has continued to build, lead, and advise companies ever since. He’s a licensed business broker (since 2007), an adjunct professor of entrepreneurship at St. Petersburg College, and a trusted advisor to entrepreneurs, professionals, and business owners across Florida.

He’s also an inventor, author, and public speaker — holding a U.S. utility patent and federal trademark. His invention was featured in TIME Magazine’s Best Inventions of 2023, and his legal insights have appeared on CNN, ABC’s 20/20, and other national platforms. Raised by Colombian parents in West Virginia and fluent in Spanish, Gil brings cultural fluency, resilience, and a fighter’s mindset to every client matter.

Above all, Gil is a devoted family man — happily married and the proud father of three beautiful children. His commitment to family shapes the way he practices law: with empathy, integrity, and a relentless drive to protect what matters most.

At Black Rock Trial Lawyers, you’re not just getting a legal technician — you’re hiring a battle-tested strategist who understands both the courtroom and the real world. That’s who’s fighting for you.

12. The Law Firm’s Geographical Reach

We proudly represent businesses across all counties in Florida. With the power of virtual consultations, online filings, and remote court access, we can support your legal needs anywhere in Florida—without compromising service quality.

Our main office is in South Tampa, Florida, with a satellite office in South Florida – Miramar, Florida.

From Miami to Jacksonville, Pensacola to Key West—Black Rock Trial Lawyers is here to help Florida businesses thrive.

13. Disclaimer

The information provided on this website is for general informational purposes only and is not intended to be, nor should it be construed as, legal advice. Every individual and business matter involves unique facts and circumstances that must be carefully evaluated. Additionally, Florida laws, including statutes and case law, are subject to frequent changes, and the information presented here may not reflect the most current legal developments. For a formal legal opinion or advice specific to your situation, you must consult directly with an attorney at our firm. No attorney-client relationship is formed by viewing this site or by contacting our office through this website.