The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1402

607.1402 Dissolution by board of directors and shareholders; dissolution by written consent of shareholders.—

(1) A corporation’s board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution.

(2)(a) For a proposal to dissolve to be adopted, it must be approved by the shareholders pursuant to subsection (5).

(b) In submitting the proposal to dissolve to the shareholders for approval, the board of directors must recommend that the shareholders approve the dissolution, unless:

1. The board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation; or

2. Section 607.0826 applies.

(c) If either subparagraph (b)1. or subparagraph (b)2. applies, the board must inform the shareholders of the basis for its so proceeding without such recommendation.

(3) The board of directors may set conditions for the approval of the proposal for dissolution by shareholders or for the effectiveness of the dissolution.

(4) If the approval of the shareholders is to be given at a meeting, the corporation shall notify, in accordance with s. 607.0705, each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the dissolution is to be submitted for approval. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

(5) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (3)) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on the proposal to dissolve.

(6) Alternatively, without action of the board of directors, action to dissolve a corporation may be taken by the written consent of the shareholders pursuant to s. 607.0704.

History.—s. 122, ch. 89-154; s. 176, ch. 2019-90.

F.S. 607.1402 on Google Scholar

F.S. 607.1402 on Casetext

Amendments to 607.1402

Arrestable Offenses / Crimes under Fla. Stat. 607.1402

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

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1402.

Annotations, Discussions, Cases:

Cases from cite.case.law:

MASON, v. E. SPEER ASSOCIATES, INC. a n k a C. V. E. a, 846 So. 2d 529 (Fla. Dist. Ct. App. 2003)

. . . a judgment debtor from properly dissolving his professional association in compliance with sections 607.1402 . . .

VACATION BREAK OF BOCA RATON, INC. a v. C. BREEDEN, a, 765 So. 2d 281 (Fla. Dist. Ct. App. 2000)

. . . corporate dissolutions contemplated by sections 607.1401 (dissolution by incorporators or directors), and 607.1402 . . .

AMJAD MUNIM, M. D. P. A. v. AZAR, M. D. PULMONARY AND CRITICAL CARE ASSOCIATES OF FT. LAUDERDALE P. A. v. AZAR, M. D., 648 So. 2d 145 (Fla. Dist. Ct. App. 1994)

. . . a judgment debtor from properly dissolving his professional association in compliance with sections 607.1402 . . .

SHENKMAN v. A. WALD,, 609 So. 2d 686 (Fla. Dist. Ct. App. 1992)

. . . The current counterpart to sections 607.254-.257 is section 607.1402, Florida Statutes (1991). . . .