Involuntarily Dissolution of a Corporation in Florida - Florida Statute 607.1430

Boca Raton, Florida Corporate and Business Dispute Litigation and Arbitration Attorney - Involuntarily Dissolution of a Florida Corporation:

Involuntarily Dissolution of a Corporation in Florida - Florida Statute 607.1430:

Florida Statute 607.1430 sets forth the grounds upon which a Florida corporation may be involuntarily dissolved through judicial dissolution. The statute provides that a circuit court may dissolve a corporation or order such other relief as or such other remedy as provided in s. 607.1434:

(1)(a) In a proceeding by the Department of Legal Affairs 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.

(b) The enumeration in paragraph (a) 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;

(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 suffered; or

(b) 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) In a proceeding by a shareholder or group of shareholders in a corporation having 35 or fewer shareholders if it is established that:

(a) The corporate assets are being misapplied or wasted, causing material injury to the corporation; or

(b) 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;

(4) In a proceeding by a creditor if it is established that:

(a) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or

(b) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or

(5) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.

A common example of the need for this statute arises in a closely held corporation where there are two shareholders who each own 50% of the stock in the company and they cannot agree on management issues.  Unless they can come to an agreement between themselves as to how to operate the company or to split the assets of the company, it is left to the court to dissolve the corporation.

Please keep in mind that this post is being provided for informational purposes only.  It is not designed to be complete in all material respects.  Thus, it should not be relied upon as legal or investment advice.  If you have any questions relative to this post, you should contact a qualified professional.

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