Florida Statute 607.1430 | Lawyer Caselaw & Research

The 2024 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1430

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;

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.

F.S. 607.1430 on Google Scholar

F.S. 607.1430 on Casetext

Amendments to 607.1430

Arrestable Offenses / Crimes under Fla. Stat. 607.1430

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

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1430.

Annotations, Discussions, Cases:

Cases Citing Statute 607.1430

Total Results: 19

WORLD-CLASS TALENT EXPERIENCE, INC. v. FRANK GIORDANO and LYNN GIORDANO

Court: District Court of Appeal of Florida | Date Filed: 2020-03-11

Snippet: erred when it dissolved World-Class under section 607.1430(2), Florida Statutes (2018). As a result, we reverse

Mary Virginia Graham v. Constance R. Uphold and Barmarrae Books, Inc.

Court: District Court of Appeal of Florida | Date Filed: 2018-04-30

Citation: 245 So. 3d 964

Snippet: involuntary dissolution of BBI pursuant to section 607.1430(2), Florida Statutes (2016), as a result of continuing

Fernandez v. Basil Yates, M.D., P.A.

Court: District Court of Appeal of Florida | Date Filed: 2014-06-18

Citation: 145 So. 3d 141, 2014 WL 2756526, 2014 Fla. App. LEXIS 9225

Snippet: corporation is threatened or being suffered. § 607.1430, Fla. Stat. (2012). In Freedman v. Fox, 67 So

Jones v. Pfaff

Court: District Court of Appeal of Florida | Date Filed: 2012-01-20

Citation: 77 So. 3d 884, 2012 Fla. App. LEXIS 669, 2012 WL 163915

Snippet: Jones sought judicial dissolution under section 607.1430, which allows the trial court to dissolve a corporation

Wenzel v. Burman

Court: District Court of Appeal of Florida | Date Filed: 2011-11-30

Citation: 76 So. 3d 1005, 2011 Fla. App. LEXIS 19038, 2011 WL 5964344

Snippet: Wen-zel appeals both orders. Pursuant to section 607.1430(2)(a), Florida Statutes (2011), a circuit court

Erp v. Erp

Court: District Court of Appeal of Florida | Date Filed: 2008-03-28

Citation: 976 So. 2d 1234, 2008 WL 818822

Snippet: dissolution of the corporation pursuant to section 607.1430(2)(a), Florida Statutes (2003), alleging that

Acoustic Innovations, Inc. v. Schafer

Court: District Court of Appeal of Florida | Date Filed: 2008-02-20

Citation: 976 So. 2d 1139, 2008 WL 441631

Snippet: Dissolution and Liquidation of Acoustic pursuant to § 607.1430, et. seq., Florida Statutes. Count II: Equitable

Oliver v. Stone

Court: District Court of Appeal of Florida | Date Filed: 2006-10-25

Citation: 940 So. 2d 526, 2006 WL 3019832

Snippet: in part to dissolve AntennaMast under section 607.1430, Florida Statutes (2003). The lawsuit generally

Morales v. Rosenberg

Court: District Court of Appeal of Florida | Date Filed: 2005-10-12

Citation: 919 So. 2d 476, 2005 WL 2509895

Snippet: dissolution of Gilly Vending pursuant to section 607.1430(2) of the Florida Business Corporation Act (the

Batur v. Signature Properties of Northwest Florida, Inc.

Court: District Court of Appeal of Florida | Date Filed: 2005-05-19

Citation: 903 So. 2d 985, 2005 Fla. App. LEXIS 7436, 2005 WL 1172059

Snippet: dissolution of the corporation pursuant to subsections 607.1430(2) and (3), Florida Statutes (2002), alleging

Batur v. SIGNATURE PROPS. OF NORTHWEST FLA.

Court: District Court of Appeal of Florida | Date Filed: 2005-05-19

Citation: 903 So. 2d 985

Snippet: dissolution of the corporation pursuant to subsections 607.1430(2) and (3), Florida Statutes (2002), alleging

Timko v. Triarsi

Court: District Court of Appeal of Florida | Date Filed: 2005-02-11

Citation: 898 So. 2d 89, 2005 WL 320703

Snippet: seeking dissolution of Ferrari pursuant to section 607.1430, Florida Statutes (2000). The court noted that

Fierro v. Templeton

Court: District Court of Appeal of Florida | Date Filed: 2003-09-24

Citation: 857 So. 2d 931, 2003 Fla. App. LEXIS 14375, 2003 WL 22190909

Snippet: illegality required to award fees pursuant to sections 607.1430 and 607.1436(5), Florida Statutes. The court did

Munshower v. Kolbenheyer

Court: District Court of Appeal of Florida | Date Filed: 1999-03-17

Citation: 732 So. 2d 385, 1999 WL 140725

Snippet: directors acted in a fraudulent or illegal manner. § 607.1430(3)(b), Fla. Stat. (1997). In this case the court

Cody v. COLONIAL IMAGING PROD. & SERVICE

Court: District Court of Appeal of Florida | Date Filed: 1998-10-02

Citation: 717 So. 2d 1120

Snippet: continued, or participated in an action under 607.1430 (seeking judicial dissolution of a corporation)

De Cespedes v. Bolanos

Court: District Court of Appeal of Florida | Date Filed: 1998-05-20

Citation: 711 So. 2d 216, 1998 WL 251090

Snippet: dissolution of a corporation pursuant to section 607.1430(2)(a), Florida Statutes (1994) and a cross-appeal

County Collection Services, Inc. v. Lassiter

Court: District Court of Appeal of Florida | Date Filed: 1997-03-26

Citation: 689 So. 2d 1299, 1997 Fla. App. LEXIS 2795, 1997 WL 134310

Snippet: for appellants’ business activities in a section 607.1430, Florida Statutes (1995) dissolution proceeding

Polk Cty. Rand v. State Dept. Legal

Court: District Court of Appeal of Florida | Date Filed: 1996-01-19

Citation: 666 So. 2d 279, 1996 WL 16585

Snippet: judicially dissolved for violation of section 607.1430, Florida Statutes (1991). The appellee also requested

Karakadze v. Quinoa

Court: District Court of Appeal of Florida | Date Filed: 1992-02-11

Citation: 593 So. 2d 596, 1992 Fla. App. LEXIS 1014, 1992 WL 21857

Snippet: Stat. (1989) (repealed 1990; current version at § 607.1430, Fla.Stat. (1991)); § 607.397, Fla.Stat. (1989)