Florida § 617.1430 - Grounds for judicial dissolution.

§ 617.1430. Grounds for judicial dissolution.

A circuit court may dissolve a corporation or order such other remedy as provided in s. 617.1432 or s. 617.1434: (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 exceeded or abused, or is continuing 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 or its mission is threatened or being suffered because of the deadlock; (b) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon qualification of their successors; (c) The corporate assets are being misapplied or wasted; (d) 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; or (e) The corporation has insufficient assets to continue its activities and is no longer able to assemble a quorum of directors or members. (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.