The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1430

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 from cite.case.law:

GRAHAM, v. R. UPHOLD, 245 So. 3d 964 (Fla. App. Ct. 2018)

. . . initiated these proceedings by filing a complaint for involuntary dissolution of BBI pursuant to section 607.1430 . . . petition for judicial dissolution of a corporation based on the limited grounds set forth in section 607.1430 . . . If the parties are unable to agree, the court, upon application of any party, shall stay the s. 607.1430 . . . fair value of the petitioner's shares as of the day before the date on which the petition under s. 607.1430 . . . And rightly so, as the language of section 607.1436(4) clearly provides that a stay of the " s. 607.1430 . . .

COX ENTERPRISES, INC. a NEWS- JOURNAL CORPORATION, a M. Jr. L. Jr., 794 F.3d 1259 (11th Cir. 2015)

. . . Section 607.1436(1) provides: Ih a proceeding under [section] 607.1430(2) or (3) to dissolve a corporation . . .

FERNANDEZ, v. YATES, M. D. PA. M. M. D., 145 So. 3d 141 (Fla. Dist. Ct. App. 2014)

. . . . § 607.1430, Fla. Stat. (2012). In Freedman v. . . . for dissolution pursuant to section 607.274(l)(a)(2), Florida Statutes (1985) [precursor to section 607.1430 . . .

JONES, v. PFAFF,, 77 So. 3d 884 (Fla. Dist. Ct. App. 2012)

. . . Jones sought judicial dissolution under section 607.1430, which allows the trial court to dissolve a . . . See § 607.1430(2), (3). . . . petitioning shareholder’s shares rather than have the corporation judicially dissolved under section 607.1430 . . . cannot agree on the fair value of the petitioning shareholder’s shares, the court shall stay the section 607.1430 . . . been entered, the trial court shall dismiss the petition for judicial dissolution filed under section 607.1430 . . .

COX ENTERPRISES, INC. a v. PENSION BENEFIT GUARANTY CORPORATION, a v. L., 666 F.3d 697 (11th Cir. 2012)

. . . subsection (3) or subsection (5), the court shall dismiss the petition to dissolve the corporation under s. 607.1430 . . . agreement as provided for in subsection (3), the court, upon application of any party, shall stay the s. 607.1430 . . . fair value of the petitioner’s shares as of the day before the date on which the petition under s. 607.1430 . . .

WENZEL, v. BURMAN,, 76 So. 3d 1005 (Fla. Dist. Ct. App. 2011)

. . . Pursuant to section 607.1430(2)(a), Florida Statutes (2011), a circuit court may appoint a receiver if . . . verified motion to appoint a receiver, the trial court found that all of the requirements under section 607.1430 . . .

ERP, v. ERP,, 976 So. 2d 1234 (Fla. Dist. Ct. App. 2008)

. . . her son also filed a separate action for judicial dissolution of the corporation pursuant to section 607.1430 . . . corporation based upon a deadlock in the management of the corporation’s affairs pursuant to section 607.1430 . . .

ACOUSTIC INNOVATIONS, INC. a v. SCHAFER,, 976 So. 2d 1139 (Fla. Dist. Ct. App. 2008)

. . . following causes of action: Count I: Involuntary Dissolution and Liquidation of Acoustic pursuant to § 607.1430 . . . entering judgment in favor of Schafer because Schafer lacked standing to seek relief under sections 607.1430 . . . Accordingly, Schafer did not lack standing to sue for relief under sections 607.1430 and 607.1434. . . .

COX ENTERPRISES, INC. a v. NEWS- JOURNAL CORPORATION, a M. Jr., 510 F.3d 1350 (11th Cir. 2007)

. . . . § 607.1436 requires the dismissal of the underlying petition for dissolution pursuant to § 607.1430 . . . Stat. § 607.1430. . . .

OLIVER, a v. V. STONE,, 940 So. 2d 526 (Fla. Dist. Ct. App. 2006)

. . . Vanover, and Antenna-Mast seeking in part to dissolve Antenna-Mast under section 607.1430, Florida Statutes . . .

COX ENTERPRISES, INC. v. NEWS- JOURNAL CORPORATION, M. Jr. L. Jr. PMV,, 469 F. Supp. 2d 1094 (M.D. Fla. 2006)

. . . (“PMV”), pursuant to sections 607.1430 and 607.1434, Florida Statutes. . . . See §§ 607.1436(5), 607.1430(3), Fla. Stat. . . . (“If the court finds that the petitioning shareholder had probable grounds for relief under s. 607.1430 . . . Stat. § 607.1430(3)(a) (“A ... court may dissolve a corporation or order such other remedy ... . . . Cox originally filed a claim for dissolution of NJC pursuant to section 607.1430(3)(a) and has since . . .

MORALES, v. ROSENBERG,, 919 So. 2d 476 (Fla. Dist. Ct. App. 2005)

. . . In 1998, Morales filed a petition for dissolution of Gilly Vending pursuant to section 607.1430(2) of . . . the court determines that any party has commenced, continued, or participated in an action under s. 607.1430 . . .

E. BATUR, v. SIGNATURE PROPERTIES OF NORTHWEST FLORIDA, INCORPORATED, a H. LLC, a LLC, a, 903 So. 2d 985 (Fla. Dist. Ct. App. 2005)

. . . Batur sought an accounting and dissolution of the corporation pursuant to subsections 607.1430(2) and . . .

TIMKO, v. TRIARSI,, 898 So. 2d 89 (Fla. Dist. Ct. App. 2005)

. . . Appellant initiated another proceeding to dissolve the corporation pursuant to section 607.1430, Florida . . . Timko’s action seeking dissolution of Ferrari pursuant to section 607.1430, Florida Statutes (2000). . . .

FIERRO, f k a v. TEMPLETON,, 857 So. 2d 931 (Fla. Dist. Ct. App. 2003)

. . . such breach did not rise to the level of the illegality required to award fees pursuant to sections 607.1430 . . .

MUNSHOWER, v. J. KOLBENHEYER Co., 732 So. 2d 385 (Fla. Dist. Ct. App. 1999)

. . . . § 607.1430(3)(b), Fla. Stat. (1997). . . .

CODY v. COLONIAL IMAGING PRODUCTS SERVICE,, 717 So. 2d 1120 (Fla. Dist. Ct. App. 1998)

. . . If the court determines that any party has commenced, continued, or participated in an action under 607.1430 . . .

DE CESPEDES, v. BOLANOS, Dr. ORTA, Jr. v. DE CESPEDES Dr. De, 711 So. 2d 216 (Fla. Dist. Ct. App. 1998)

. . . This is an appeal from the judicial dissolution of a corporation pursuant to section 607.1430(2)(a), . . . and operation, appellee brought suit for the judicial dissolution of the company pursuant to section 607.1430 . . . Reversed. . 607.1430 Grounds for judicial dissolution. . . .

COUNTY COLLECTION SERVICES, INC. P. v. W. G. LASSITER, Jr. T., 689 So. 2d 1299 (Fla. Dist. Ct. App. 1997)

. . . the order of the trial court, appointing a receiver for appellants’ business activities in a section 607.1430 . . .

POLK COUNTY RAND INVESTMENTS, INC. a v. STATE DEPARTMENT OF LEGAL AFFAIRS,, 666 So. 2d 279 (Fla. Dist. Ct. App. 1996)

. . . the amended complaint sought to have the corporation judicially dissolved for violation of section 607.1430 . . .

KARAKADZE, v. QUINOA,, 593 So. 2d 596 (Fla. Dist. Ct. App. 1992)

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