Florida Statutes
Fla. Stat. § 617.1401 (2025)
Voluntary dissolution of corporation prior to conducting its affairs.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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617.1401 Voluntary dissolution of corporation prior to conducting its affairs.—
(1) At any time after the filing of the articles of incorporation, a corporation which has not commenced to conduct its affairs may be voluntarily dissolved in the following manner:
(a) If there are no directors of the corporation, by the incorporator or, if there is more than one incorporator, by a majority of the incorporators; or
(b) If there are directors of the corporation, by a majority of the directors.
(2) Articles of dissolution must be executed in accordance with s. 617.01201 and must set forth:
(a) The name of the corporation;
(b) The date of filing of its articles of incorporation;
(c) That the corporation has not commenced to conduct its affairs;
(d) That no debts of the corporation remain unpaid; and
(e) That the incorporator or a majority of the incorporators or a majority of the directors, as the case may be, authorized the dissolution.
Notes of Decisions
Cited in 1
case (1 in the last 5 years), 2026–2026 · leading case: Sports Enter. Inc v. Marvin Goldklang (3rd Cir. 2026).
Sports Enter. Inc v. Marvin Goldklang (3rd Cir. 2026). “” Fla. Stat. § 617.1401 (12). 5 Goldklang disputes that SEI is a member of the Association, arguing that the Association’s bylaws confer membership solely to the leagues that comprise the organization, and not the individual clubs that compete in those leagues, such as SEI’s…”
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