Florida Statutes
Fla. Stat. § 607.1430 (2025)
Grounds for judicial dissolution.
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607.1430 Grounds for judicial dissolution.—
(1) A circuit court may dissolve a corporation or order such other remedy as provided in s. 607.1434:
(a) In a proceeding by the Department of Legal Affairs to dissolve a corporation if it is established that:
1. The corporation obtained its articles of incorporation through fraud; or
2. The corporation has continued to exceed or abuse the authority conferred upon it by law.
The enumeration in subparagraphs 1. and 2. of grounds for involuntary dissolution does not exclude actions or special proceedings by the Department of Legal Affairs or any state official for the annulment or dissolution of a corporation for other causes as provided in any other statute of this state;
(b) In a proceeding by a shareholder to dissolve a corporation if it is established that:
1. The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and:
a. Irreparable injury to the corporation is threatened or being suffered;
b. The business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or
c. Both sub-subparagraphs a. and b.; or
2. The shareholders are deadlocked in voting power and have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors;
3. The corporate assets are being misapplied or wasted, causing material injury to the corporation; or
4. The directors or those in control of the corporation have acted, are acting, or are reasonably expected to act in a manner that is illegal or fraudulent;
(c) In a proceeding by a creditor if it is established that:
1. The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
2. The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent;
(d) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or
(e) In a proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable period of time to liquidate and distribute its assets and dissolve.
(2) Paragraph (1)(b) does not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares that are:
(a) A covered security under s. 18(b)(1)(A) or (B) of the Securities Act of 1933; or
(b) Not a covered security, but are held by at least 300 shareholders and the shares outstanding have a market value of at least $20 million, exclusive of the value of outstanding shares of the corporation held by the corporation’s subsidiaries, by the corporation’s senior executives, by the corporation’s directors, and by the corporation’s beneficial shareholders and voting trust beneficial owners owning more than 10 percent of the outstanding shares of the corporation.
(3)(a) In the event of a deadlock situation that satisfies subparagraph (1)(b)1. or subparagraph (1)(b)2., if the shareholders are subject to a shareholder agreement that complies with s. 607.0732 and contains a deadlock sale provision, then such deadlock sale provision shall apply to the resolution of such deadlock in lieu of the court entering an order of judicial dissolution or an order directing the purchase of petitioner’s shares under s. 607.1436, so long as the provisions of such deadlock sale provision are initiated and effectuated within the time periods specified for the corporation to act under s. 607.1436 and in accordance with the terms of such deadlock sale provision.
(b) For purposes of this section, the term “deadlock sale provision” means a provision in a shareholder agreement that complies with s. 607.0732, which is or may be applicable in the event of a deadlock among the directors or shareholders of the corporation which neither the directors nor the shareholders, as applicable, of the corporation are able to break, and which provides for a deadlock breaking mechanism, including, but not limited to:
1. A redemption or a purchase and sale of shares or other equity securities;
2. A governance change;
3. A sale of the corporation or all or substantially all of the assets of the corporation; or
4. A similar provision that, if initiated and effectuated, breaks the deadlock by causing the transfer of the shares or other equity securities, a governance change, or a sale of the corporation or all or substantially all of the corporation’s assets.
(4) A deadlock sale provision in a shareholder agreement that complies with s. 607.0732 which is not initiated and effectuated before the court enters an order of judicial dissolution under subparagraph (1)(b)1. or subparagraph (1)(b)2., as the case may be, or an order directing the purchase of petitioner’s interest under s. 607.1436, does not adversely affect the rights of shareholders to seek judicial dissolution under subparagraph (1)(b)1. or subparagraph (1)(b)2., as the case may be, or the rights of the corporation or one or more shareholders to purchase the petitioner’s interest under s. 607.1436. The filing of an action for judicial dissolution on the grounds described in subparagraph (1)(b)1. or subparagraph (1)(b)2., as the case may be, or an election to purchase the petitioner’s interest under s. 607.1436, does not adversely affect the right of a shareholder to initiate an available deadlock sale provision under the shareholder agreement that complies with s. 607.0732 or to enforce a shareholder-initiated or an automatically-initiated deadlock sale provision if the deadlock sale provision is initiated and effectuated before the court enters an order of judicial dissolution under subparagraph (1)(b)1. or subparagraph (1)(b)2., as the case may be, or an order directing the purchase of petitioner’s interest under s. 607.1436.
(5) For purposes of subsections (1) and (2), the term “shareholder” means a record shareholder, a beneficial shareholder, or an unrestricted voting trust beneficial owner.
Notes of Decisions
Cited in 18
cases (1 in the last 5 years), 1992–2026 · leading case: Timko v. Triarsi, 898 So. 2d 89 (Fla. 5th DCA 2005).
Timko v. Triarsi, 898 So. 2d 89 (Fla. 5th DCA 2005). “Timko's action seeking dissolution of Ferrari pursuant to section 607.1430, Florida Statutes (2000).”
De Cespedes v. Bolanos, 711 So. 2d 216 (Fla. 3d DCA 1998). “This is an appeal from the judicial dissolution of a corporation pursuant to section 607.1430(2)(a), Florida Statutes (1994) and a cross-appeal from an order denying the motion to enforce a settlement agreement entered into between these parties during the pendency of this…”
Erp v. Erp, 976 So. 2d 1234 (Fla. 2d DCA 2008). “While this action was pending, the Wife and her son also filed a separate action for judicial dissolution of the corporation pursuant to section 607.1430(2)(a), Florida Statutes (2003), alleging that the directors were deadlocked in the management of the corporate affairs.”
Acoustic Innovations, Inc. v. Schafer, 976 So. 2d 1139 (Fla. 4th DCA 2008). “On October 10, 2006, after amending his pleading twice, Schafer filed an "amended" second amended complaint asserting the following causes of action: Count I: Involuntary Dissolution and Liquidation of Acoustic pursuant to § 607.1430, et. seq., Florida Statutes. Count II:…”
Cox Enter., Inc. v. News-Journal Corp., 469 F. Supp. 2d 1094 (M.D. Fla. 2006). “”); Fla. Stat. § 607.1430 (3)(a) (“A ... court may dissolve a corporation or order such other remedy .”
Oliver v. Stone, 940 So. 2d 526 (Fla. 2d DCA 2006). “Vanover, and AntennaMast seeking in part to dissolve AntennaMast under section 607.1430, Florida Statutes (2003).”
Cox Enter., Inc. v. News-Journal Corp., 510 F.3d 1350 (11th Cir. 2007). “Fla. Stat. § 607.1430 . To avoid dissolution, the remaining shareholders may elect to purchase all shares owned by the petitioning shareholder pursuant to Fla.”
Fernandez v. Basil Yates, 145 So. 3d 141 (Fla. 3d DCA 2014). “1434: [[Image here]] (2) In a proceeding by a shareholder if it is established that: (a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being…”
Munshower v. Kolbenheyer, 732 So. 2d 385 (Fla. 3d DCA 1999). “§ 607.1430(3)(b), Fla. Stat. (1997). In this case the court properly found "that Defendants did not act fraudulently or illegally, that the parties were represented by counsel and followed counsel's advice, which had an arguable basis in law and in fact.”
Jones v. Pfaff, 77 So. 3d 884 (Fla. 2d DCA 2012). “Jones sought judicial dissolution under section 607.1430, which allows the trial court to dissolve a corporation under certain circumstances, such as when the directors or shareholders are deadlocked, the corporate assets are being misapplied, or the directors are acting in an…”
Polk Cty. Rand v. State Dept. Legal, 666 So. 2d 279 (Fla. 2d DCA 1996). “The second count of the amended complaint sought to have the corporation judicially dissolved for violation of section 607.1430, Florida Statutes (1991).”
Morales v. Rosenberg, 919 So. 2d 476 (Fla. 3d DCA 2005). “In 1998, Morales filed a petition for dissolution of Gilly Vending pursuant to section 607.1430(2) of the Florida Business Corporation Act (the Act).”
607.1430(1)(b): 1 case
World-class Talent Experience, Inc. v. Frank Giordano, 293 So. 3d 547 (Fla. 4th DCA 2020).
607.1430(2): 4 cases
Morales v. Rosenberg, 919 So. 2d 476 (Fla. 3d DCA 2005). “In 1998, Morales filed a petition for dissolution of Gilly Vending pursuant to section 607.1430(2) of the Florida Business Corporation Act (the Act).”
Jones v. Pfaff, 77 So. 3d 884 (Fla. 2d DCA 2012). “Jones sought judicial dissolution under section 607.1430, which allows the trial court to dissolve a corporation under certain circumstances, such as when the directors or shareholders are deadlocked, the corporate assets are being misapplied, or the directors are acting in an…”
World-class Talent Experience, Inc. v. Frank Giordano, 293 So. 3d 547 (Fla. 4th DCA 2020).
Mary Virginia Graham v. Constance R. Uphold & Barmarrae Books, Inc., 245 So. 3d 964 (Fla. 1st DCA 2018).
607.1430(2)(a): 4 cases
De Cespedes v. Bolanos, 711 So. 2d 216 (Fla. 3d DCA 1998). “This is an appeal from the judicial dissolution of a corporation pursuant to section 607.1430(2)(a), Florida Statutes (1994) and a cross-appeal from an order denying the motion to enforce a settlement agreement entered into between these parties during the pendency of this…”
Erp v. Erp, 976 So. 2d 1234 (Fla. 2d DCA 2008). “While this action was pending, the Wife and her son also filed a separate action for judicial dissolution of the corporation pursuant to section 607.1430(2)(a), Florida Statutes (2003), alleging that the directors were deadlocked in the management of the corporate affairs.”
World-class Talent Experience, Inc. v. Frank Giordano, 293 So. 3d 547 (Fla. 4th DCA 2020).
Wenzel v. Burman, 76 So. 3d 1005 (Fla. 3d DCA 2011).
607.1430(2)(b): 1 case
World-class Talent Experience, Inc. v. Frank Giordano, 293 So. 3d 547 (Fla. 4th DCA 2020).
607.1430(3): 1 case
World-class Talent Experience, Inc. v. Frank Giordano, 293 So. 3d 547 (Fla. 4th DCA 2020).
607.1430(3)(a): 1 case
Cox Enter., Inc. v. News-Journal Corp., 469 F. Supp. 2d 1094 (M.D. Fla. 2006). “”); Fla. Stat. § 607.1430 (3)(a) (“A ... court may dissolve a corporation or order such other remedy .”
607.1430(3)(b): 1 case
Munshower v. Kolbenheyer, 732 So. 2d 385 (Fla. 3d DCA 1999). “§ 607.1430(3)(b), Fla. Stat. (1997). In this case the court properly found "that Defendants did not act fraudulently or illegally, that the parties were represented by counsel and followed counsel's advice, which had an arguable basis in law and in fact.”
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