617.1430 Grounds for judicial dissolution. - Florida Statutes

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

   (c) The corporate assets are being misapplied or wasted.

   (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.