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The 2025 Florida Statutes
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F.S. 607.1430607.1430 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. History.—s. 131, ch. 89-154; s. 7, ch. 94-327; s. 189, ch. 2019-90; s. 50, ch. 2020-32.
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Annotations, Discussions, Cases:
Cases Citing Statute 607.1430
Total Results: 18
976 So. 2d 1139, 2008 WL 441631
District Court of Appeal of Florida | Filed: Feb 20, 2008 | Docket: 1680362
Cited 27 times | Published
Dissolution and Liquidation of Acoustic pursuant to § 607.1430, et. seq., Florida Statutes.
Count II: Equitable
794 F.3d 1259, 2015 WL 4461615
Court of Appeals for the Eleventh Circuit | Filed: Jul 22, 2015 | Docket: 2676019
Cited 17 times | Published
1436(1) provides:
Ih a proceeding under [section] 607.1430(2) or (3) to dissolve a corporation, the corporation
510 F.3d 1350, 36 Media L. Rep. (BNA) 1097, 2007 U.S. App. LEXIS 29533, 2007 WL 4461505
Court of Appeals for the Eleventh Circuit | Filed: Dec 21, 2007 | Docket: 213279
Cited 16 times | Published
underlying petition for dissolution pursuant to § 607.1430. § 607.1436(6). However, courts have clarified
711 So. 2d 216, 1998 WL 251090
District Court of Appeal of Florida | Filed: May 20, 1998 | Docket: 1337929
Cited 13 times | Published
judicial dissolution of a corporation pursuant to section 607.1430(2)(a), Florida Statutes (1994) and a cross-appeal
940 So. 2d 526, 2006 WL 3019832
District Court of Appeal of Florida | Filed: Oct 25, 2006 | Docket: 432808
Cited 8 times | Published
seeking in part to dissolve AntennaMast under section 607.1430, Florida Statutes (2003). The lawsuit generally
732 So. 2d 385, 1999 WL 140725
District Court of Appeal of Florida | Filed: Mar 17, 1999 | Docket: 460393
Cited 7 times | Published
directors acted in a fraudulent or illegal manner. § 607.1430(3)(b), Fla. Stat. (1997). In this case the court
976 So. 2d 1234, 2008 WL 818822
District Court of Appeal of Florida | Filed: Mar 28, 2008 | Docket: 1680397
Cited 6 times | Published
dissolution of the corporation pursuant to section 607.1430(2)(a), Florida Statutes (2003), alleging that
898 So. 2d 89, 2005 WL 320703
District Court of Appeal of Florida | Filed: Feb 11, 2005 | Docket: 2487161
Cited 6 times | Published
seeking dissolution of Ferrari pursuant to section 607.1430, Florida Statutes (2000). The court noted
469 F. Supp. 2d 1094, 34 Media L. Rep. (BNA) 2380, 2006 U.S. Dist. LEXIS 46867, 2006 WL 1823332
District Court, M.D. Florida | Filed: Jun 30, 2006 | Docket: 2364110
Cited 5 times | Published
experts employed by petitioner."); Fla. Stat. § 607.1430(3)(a) ("A . . . court may dissolve a corporation
919 So. 2d 476, 2005 WL 2509895
District Court of Appeal of Florida | Filed: Oct 12, 2005 | Docket: 1678471
Cited 5 times | Published
for dissolution of Gilly Vending pursuant to section 607.1430(2) of the Florida Business Corporation Act
666 So. 2d 279, 1996 WL 16585
District Court of Appeal of Florida | Filed: Jan 19, 1996 | Docket: 1510873
Cited 5 times | Published
corporation judicially dissolved for violation of section 607.1430, Florida Statutes (1991). The appellee also
145 So. 3d 141, 2014 WL 2756526, 2014 Fla. App. LEXIS 9225
District Court of Appeal of Florida | Filed: Jun 18, 2014 | Docket: 60242633
Cited 2 times | Published
corporation is threatened or being suffered.
§ 607.1430, Fla. Stat. (2012).
In Freedman v. Fox, 67 So
District Court of Appeal of Florida | Filed: Mar 11, 2020 | Docket: 16955822
Published
erred when it
dissolved World-Class under section 607.1430(2), Florida Statutes (2018).
As a result,
245 So. 3d 964
District Court of Appeal of Florida | Filed: Apr 30, 2018 | Docket: 6379291
Published
involuntary dissolution of BBI pursuant to section 607.1430(2),
Florida Statutes (2016), as a result of
77 So. 3d 884, 2012 Fla. App. LEXIS 669, 2012 WL 163915
District Court of Appeal of Florida | Filed: Jan 20, 2012 | Docket: 60304837
Published
1436.
Jones sought judicial dissolution under section 607.1430, which allows the trial court to dissolve
76 So. 3d 1005, 2011 Fla. App. LEXIS 19038, 2011 WL 5964344
District Court of Appeal of Florida | Filed: Nov 30, 2011 | Docket: 60304136
Published
Wen-zel appeals both orders.
Pursuant to section 607.1430(2)(a), Florida Statutes (2011), a circuit
689 So. 2d 1299, 1997 Fla. App. LEXIS 2795, 1997 WL 134310
District Court of Appeal of Florida | Filed: Mar 26, 1997 | Docket: 64771846
Published
receiver for appellants’ business activities in a section 607.1430, Florida Statutes (1995) dissolution proceeding
593 So. 2d 596, 1992 Fla. App. LEXIS 1014, 1992 WL 21857
District Court of Appeal of Florida | Filed: Feb 11, 1992 | Docket: 64665271
Published
Stat. (1989) (repealed 1990; current version at § 607.1430, Fla.Stat. (1991)); § 607.397, Fla.Stat. (1989)
