Florida Statute 607.1402 | Lawyer Caselaw & Research

The 2024 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1402

607.1402 Dissolution by board of directors and shareholders; dissolution by written consent of shareholders.—

(1) A corporation’s board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution.

(2)(a) For a proposal to dissolve to be adopted, it must be approved by the shareholders pursuant to subsection (5).

(b) In submitting the proposal to dissolve to the shareholders for approval, the board of directors must recommend that the shareholders approve the dissolution, unless:

1. The board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation; or

2. Section 607.0826 applies.

(c) If either subparagraph (b)1. or subparagraph (b)2. applies, the board must inform the shareholders of the basis for its so proceeding without such recommendation.

(3) The board of directors may set conditions for the approval of the proposal for dissolution by shareholders or for the effectiveness of the dissolution.

(4) If the approval of the shareholders is to be given at a meeting, the corporation shall notify, in accordance with s. 607.0705, each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the dissolution is to be submitted for approval. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

(5) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (3)) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on the proposal to dissolve.

(6) Alternatively, without action of the board of directors, action to dissolve a corporation may be taken by the written consent of the shareholders pursuant to s. 607.0704.

History.—s. 122, ch. 89-154; s. 176, ch. 2019-90.

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Amendments to 607.1402

Arrestable Offenses / Crimes under Fla. Stat. 607.1402

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1402.

Annotations, Discussions, Cases:

Cases Citing Statute 607.1402

Total Results: 5

Mason v. E. Speer & Associates, Inc.

Court: Fla. Dist. Ct. App. | Date Filed: 2003-02-04T23:53:00-08:00

Citation: 846 So. 2d 529

Snippet: professional association in compliance with sections 607.1402-1406, Florida Statutes (1993) and thereafter either

Vacation Break of Boca Raton, Inc. v. Breeden

Court: Fla. Dist. Ct. App. | Date Filed: 2000-08-16T00:53:00-07:00

Citation: 765 So. 2d 281

Snippet: dissolution by incorporators or directors), and 607.1402 (dissolution by board of directors and shareholders

AMJAD MUNIM, MD, PA v. Azar

Court: Fla. Dist. Ct. App. | Date Filed: 1994-08-24T00:53:00-07:00

Citation: 648 So. 2d 145

Snippet: professional association in compliance with sections 607.1402-1406, Florida Statutes (1993) and thereafter either

Amjad Munim, M.D., P.A. v. Azar

Court: Fla. Dist. Ct. App. | Date Filed: 1994-08-24T00:00:00-07:00

Citation: 648 So. 2d 145, 1994 Fla. App. LEXIS 8334

Snippet: professional association in compliance with sections 607.1402-1406, Florida Statutes (1993) and thereafter either

Shenkman v. Wald

Court: Fla. Dist. Ct. App. | Date Filed: 1992-12-01T00:00:00-08:00

Citation: 609 So. 2d 686, 1992 Fla. App. LEXIS 12058, 1992 WL 353643

Snippet: counterpart to sections 607.254-.257 is section 607.1402, Florida Statutes (1991). No. 91-1418