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Fla. Stat. § 607.1431 (2025)

Procedure for judicial dissolution.

✓ 2025 Florida Statutes — current through the 2025 Regular Session
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607.1431 Procedure for judicial dissolution.—
(1) Venue for a proceeding brought under s. 607.1430 lies in the circuit court in the applicable county.
(2) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(3) A court in a proceeding brought under s. 607.1430 may issue injunctions, appoint a receiver or custodian during the proceeding with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
(4) Within 30 days of the commencement of a proceeding under s. 607.1430(1)(b), the corporation shall deliver to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner’s shares under s. 607.1436 and accompanied by a copy of s. 607.1436.
(5) If the court determines that any party has commenced, continued, or participated in a proceeding under s. 607.1430 and has acted arbitrarily, frivolously, vexatiously, or not in good faith, the court may, in its discretion, award attorney fees and other reasonable expenses to the other parties to the proceeding who have been affected adversely by such actions.
History.—s. 132, ch. 89-154; s. 8, ch. 94-327; s. 190, ch. 2019-90; s. 51, ch. 2020-32.
Notes of Decisions
Cited in 6 cases, 1998–2018 · leading case: Morales v. Rosenberg, 919 So. 2d 476 (Fla. 5th DCA 2005).
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Morales v. Rosenberg, 919 So. 2d 476 (Fla. 5th DCA 2005). · cites it 3× “§ 607.1431(4), Fla. Stat. (2004)(emphasis added).”
Cody v. Colonial Imaging Prod. & Serv., 717 So. 2d 1120 (Fla. 5th DCA 1998). · cites it 5× “Section 607.1431(4), Florida Statutes (1997) reads as follows: If the court determines that any party has commenced, continued, or participated in an action under 607.”
Batur v. Signature Props. of Nw. Florida, Inc., 903 So. 2d 985 (Fla. 1st DCA 2005). · cites it 2× “In addition to moving for appointment of a custodian for Signature pendente lite, under section 607.1431(3), Florida Statutes (2002), and seeking an inspection of Signature’s records, under section 607.”
Jones v. Pfaff, 77 So. 3d 884 (Fla. 2d DCA 2012). · cites it 2× “See § 607.1431(3). This seems to be a scenario that the statute does not contemplate and that the legislature would certainly not condone.”
Batur v. Signature Props. of Nw. Fla., 903 So. 2d 985 (Fla. 1st DCA 2005). · cites it 2× “In addition to moving for appointment of a custodian for Signature pendente lite, under section 607.1431(3), Florida Statutes (2002), and seeking an inspection of Signature's records, under section 607.”
Mary Virginia Graham v. Constance R. Uphold & Barmarrae Books, Inc., 245 So. 3d 964 (Fla. 1st DCA 2018). “Uphold moved for the appointment of a custodian, the court did not have the authority under either section 607.1431(3) or section 607.1432 to make the appointment.”
— 607.1431(3) — 4 cases
Batur v. Signature Props. of Nw. Florida, Inc., 903 So. 2d 985 (Fla. 1st DCA 2005). “In addition to moving for appointment of a custodian for Signature pendente lite, under section 607.1431(3), Florida Statutes (2002), and seeking an inspection of Signature’s records, under section 607.”
Jones v. Pfaff, 77 So. 3d 884 (Fla. 2d DCA 2012). “See § 607.1431(3). This seems to be a scenario that the statute does not contemplate and that the legislature would certainly not condone.”
Batur v. Signature Props. of Nw. Fla., 903 So. 2d 985 (Fla. 1st DCA 2005). “In addition to moving for appointment of a custodian for Signature pendente lite, under section 607.1431(3), Florida Statutes (2002), and seeking an inspection of Signature's records, under section 607.”
Mary Virginia Graham v. Constance R. Uphold & Barmarrae Books, Inc., 245 So. 3d 964 (Fla. 1st DCA 2018). “Uphold moved for the appointment of a custodian, the court did not have the authority under either section 607.1431(3) or section 607.1432 to make the appointment.”
— 607.1431(4) — 2 cases
Morales v. Rosenberg, 919 So. 2d 476 (Fla. 5th DCA 2005). “§ 607.1431(4), Fla. Stat. (2004)(emphasis added).”
Cody v. Colonial Imaging Prod. & Serv., 717 So. 2d 1120 (Fla. 5th DCA 1998). “Section 607.1431(4), Florida Statutes (1997) reads as follows: If the court determines that any party has commenced, continued, or participated in an action under 607.”
— 607.1431(B) — 1 case
Jones v. Pfaff, 77 So. 3d 884 (Fla. 2d DCA 2012). “See § 607.1431(3). This seems to be a scenario that the statute does not contemplate and that the legislature would certainly not condone.”
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