Florida statute reference · F.S. § 719.104
§ 719.104 - Cooperative Association Powers & Duties
Section 719.104 is the structural backbone of every Florida cooperative association. It establishes what the co-op association can do as a corporate entity, what fiduciary duties directors owe to shareholders, what insurance must be maintained, and what records shareholders can inspect. Think of it as Chapter 719's equivalent to § 718.111 in the Condominium Act.
Reviewed by the Common Elements editorial team, which includes a Florida-licensed community association manager (LCAM) and insurance broker - Florida Licensed Community Association Manager, 2-20 & 6-20.
How a Florida cooperative differs from a condo
In a Florida cooperative, the association — not individual shareholders — holds title to the entire property. Shareholders own stock in the cooperative corporation and hold a proprietary lease on their unit. This ownership structure affects mortgages, transfers, and assessments, but the governance framework under § 719.104 closely mirrors the condo framework under § 718.111.
What boards need to know
The cooperative association operates as a Florida not-for-profit corporation under Chapter 617, and § 719.104 fills the association-specific governance layer. Directors have broad authority to contract, maintain, employ, and assess — and they owe shareholders a fiduciary duty in exercising that authority. The business judgment rule protects directors who act in good faith; it does not protect self-dealing, fraud, or gross negligence.
Insurance requirements under § 719.104(7) are substantive. The association must maintain property insurance (full replacement cost) on the cooperative property as originally constructed, liability coverage, fidelity bonding on anyone handling association funds, and D&O coverage for the board. Shareholders cover their own improvements and personal property through their own policies. Post-Ian, replacement-cost adequacy is a critical review item at every renewal cycle.
Records access for shareholders operates on the same 10-business-day window as the condo statute. Missing the deadline creates a rebuttable presumption of willful non-compliance and can expose the association to damages and attorney's fees. Log every records request and document your response timeline.
Key requirements
Corporate powers and fiduciary duty
§ 719.104(1)–(2)- Association is a Florida not-for-profit corporation (Chapter 617)
- Board can contract, sue, employ, acquire and convey property
- Duty to maintain cooperative property in good condition
- Directors owe fiduciary duty: good faith, informed basis, best interest of association
- Business judgment rule — no personal liability for good-faith decisions
- Gross negligence, fraud, criminal acts, self-dealing strip protection
Mandatory insurance
§ 719.104(7)- Property insurance at full replacement cost on cooperative property
- Liability insurance for the association
- Fidelity bond or crime insurance for all fund handlers
- Directors and officers (D&O) insurance
- Association insures the building; shareholders insure improvements and personal property
Official records: 10-business-day access
§ 719.104(2)(b)- Shareholders entitled to inspect within 10 business days of written request
- Records include instruments, bylaws, minutes, financials, contracts, insurance policies
- Association may charge reasonable copying costs
- Willful failure to produce records → damages + attorney's fees
- Records must be maintained for 7 years
Financial reporting tiers
§ 719.104 (tiered)- Under $150K: cash receipts and expenditures report
- $150K–$299,999: compiled financial statement
- $300K–$499,999: reviewed financial statement
- $500K+: audited financial statement (CPA-prepared)
- Due within 90 days of fiscal year end
Related tools
Common questions about § 719.104
- What powers does a Florida cooperative association have under § 719.104?
- Section 719.104 gives the cooperative association broad corporate authority mirroring what § 718.111 grants condo associations: the ability to contract, sue and be sued, acquire and convey property, employ personnel, and levy assessments against shareholders. The association also has the affirmative duty to maintain the cooperative property in good condition. Directors owe a fiduciary duty and are protected by the business judgment rule — personal liability only attaches for gross negligence, fraud, criminal conduct, or self-dealing.
- What insurance is a Florida cooperative association required to carry?
- Under § 719.104(7), the cooperative association must maintain property insurance on the cooperative property and common areas, liability insurance, and fidelity bonding covering all officers, directors, and agents who handle association funds. The property insurance must cover full replacement cost. Like the condo statute, the association insures the building 'as originally constructed' — shareholders insure their furnishings and improvements through their own HO-6 equivalent policies. Directors and officers insurance is also required.
- What records can shareholders inspect in a Florida cooperative?
- Section 719.104(2)(b) gives shareholders the right to inspect official records of the cooperative association within 10 business days of a written request. Official records include the declaration of condominium (or cooperative instruments), bylaws, rules, board meeting minutes, financial records (including budget, year-end financial statement, and reserve accounts), contracts, bids, insurance policies, and the membership list. The association may charge reasonable copying costs. Willful failure to produce records can result in damages and attorney's fees.
- What financial reports does a Florida cooperative association have to produce?
- Section 719.104 adopts tiered financial reporting requirements by annual revenues: under $150,000 requires a report of cash receipts and expenditures; $150K–$299,999 requires a compiled financial statement; $300K–$499,999 requires a reviewed financial statement; $500K and above requires an audited financial statement prepared by a Florida CPA. All reports must be completed within 90 days of fiscal year end. These tiers mirror the requirements for condominium associations under § 718.111(13).
- How does § 719.104 differ from § 718.111 for condominiums?
- The corporate powers, fiduciary duties, insurance requirements, records access rights, and financial reporting tiers in § 719.104 closely parallel those in § 718.111 for condominium associations. The most important structural difference is ownership: in a cooperative, the association holds title to the entire property and shareholders hold proprietary leases. This affects how mortgages, transfers, and assessments work — but the governance framework under § 719.104 is functionally similar to Chapter 718 for operational purposes.
- Are cooperative association directors personally liable for association decisions?
- Generally no, if they act within their fiduciary duty. Like § 718.111(1)(d) for condo directors, § 719.104 applies the business judgment rule to co-op directors: a director who acts in good faith, on an informed basis, and in the association's best interest is not personally liable for a decision that turns out poorly. Gross negligence, fraud, criminal conduct, and self-dealing are the exceptions that strip this protection. D&O insurance provides an additional layer of protection for co-op board members.
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This is not legal advice. Consult association counsel for your specific situation.