The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1431

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.

F.S. 607.1431 on Google Scholar

F.S. 607.1431 on Casetext

Amendments to 607.1431

Arrestable Offenses / Crimes under Fla. Stat. 607.1431

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

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1431.

Annotations, Discussions, Cases:

Cases from cite.case.law:

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

. . . Uphold moved under sections 607.1431(3) and 607.1432, Florida Statutes, for the court to appoint a custodian . . . custodianship "to preserve BBI's assets and to carry on and manage its business and affairs" under sections 607.1431 . . . moved for the appointment of a custodian, the court did not have the authority under either section 607.1431 . . .

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

. . . .” § 607.1431(B). . . . See § 607.1431(3). . . .

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

. . . The provision, section 607.1431(4) of the Florida Statutes, reads: If the court determines that any party . . . reasonable expenses to the other parties to the action who have been affected adversely by such actions. § 607.1431 . . .

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

. . . In addition to moving for appointment of a custodian for Signature pendente lite, under section 607.1431 . . .

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

. . . Section 607.1431(4), Florida Statutes (1997) reads as follows: If the court determines that any party . . . There was no other cited statutory basis for the award of attorney’s fees other than section 607.1431 . . . Even if attorney fees had been recoverable under section 607.1431(4), the statute does not authorize . . .