Florida Statute 617.1430 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 617
CORPORATIONS NOT FOR PROFIT

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617.1430 Grounds for judicial dissolution.—A circuit court may dissolve a corporation:

(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 judicial 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 by law.

(2) In a proceeding brought by at least 50 members or members holding at least 10 percent of the voting power, whichever is less, or by a member or group or percentage of members as otherwise provided in the articles of incorporation or bylaws, or by a director or any person authorized in the articles of incorporation, if it is established that:

(a) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered;

(b) The members 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; or

(3) 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.

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

History.—s. 86, ch. 90-179; s. 44, ch. 2009-205.

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Amendments to 617.1430

Annotations, Discussions, Cases:

Cases Citing Statute 617.1430

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Spivey v. Bd. of Church Extension, 160 F.R.D. 660 (M.D. Fla. 1995).

Cited 2 times | Published | District Court, M.D. Florida | 32 Fed. R. Serv. 3d 484, 1995 U.S. Dist. LEXIS 3976, 1995 WL 137441

...The appointment of a receiver in a case where a claim is made that there are no officers, directors or shareholders, would normally follow a judgment of dissolution of the corporation. Florida Statute § 617.1431 sets out the procedure for judicial dissolution.of not for profit corporations and § 617.1430(3) specifically states that a circuit court (state) may dissolve a corporation 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 unsati...

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Wilson v. Wilson Sr., 211 So. 3d 313 (Fla. 3d DCA 2017).

Cited 2 times | Published | Florida 3rd District Court of Appeal | 2017 WL 621242, 2017 Fla. App. LEXIS 2029

...f corporations, effectively dissolved them, and went one step further and determined the proper owner of the corporations’ assets. For a number of reasons, this is neither legally nor factually supportable. First, no person authorized by section 617.1430 of the Florida Statutes moved for judicial dissolution of these not for profit corporations. See § 617.1430, Fla. Stat. (2016).2 Indeed, the plaintiffs below did not seek a judicial dissolution; 2Section 617.1430 provides the grounds for judicial dissolution of a not for profit corporation: 8 the court itself concluded the defendants were not board members; and the A circuit court may disso...

...As section 617.0701(2) of the Florida Statutes expressly confirms, “[f]ailure to hold an annual meeting does not cause a forfeiture or give cause for dissolution of the corporation, nor does such failure affect otherwise valid corporate acts, except as provided in s. 617.1430 in the case of a deadlock among the directors or the members.” § 617.0701(2), Fla....