Senate Bill 1708
CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 1999 SB 1708
By Senator Mitchell
4-724A-99
1 A bill to be entitled
2 An act relating to corporations; amending s.
3 607.1430, F.S.; revising the criteria for
4 dissolution of a corporation in a proceeding
5 brought by the Department of Legal Affairs;
6 providing for dissolution in a proceeding
7 brought by any state agency; including as a
8 criteria for such dissolution that the
9 corporation has been voluntarily or
10 administratively dissolved for a specified
11 period; providing an effective date.
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13 Be It Enacted by the Legislature of the State of Florida:
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15 Section 1. Section 607.1430, Florida Statutes, is
16 amended to read:
17 607.1430 Grounds for judicial dissolution.--A circuit
18 court may dissolve a corporation or order such other remedy as
19 provided in s. 607.1434:
20 (1)(a) In a proceeding by the Department of Legal
21 Affairs or any state agency if it is established that:
22 1. The corporation obtained its articles of
23 incorporation through fraud; or
24 2. The corporation has continued to exceed or abuse
25 the authority conferred upon it by law; or.
26 3. The corporation has been dissolved, either
27 voluntarily or administratively, for 3 consecutive years.
28 (b) The enumeration in paragraph (a) of grounds for
29 involuntary dissolution does not exclude actions or special
30 proceedings by the Department of Legal Affairs or any state
31 agency official for the annulment or dissolution of a
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Florida Senate - 1999 SB 1708
4-724A-99
1 corporation for other causes as provided in any other statute
2 of this state.;
3 (2) In a proceeding by a shareholder if it is
4 established that:
5 (a) The directors are deadlocked in the management of
6 the corporate affairs, the shareholders are unable to break
7 the deadlock, and irreparable injury to the corporation is
8 threatened or being suffered; or
9 (b) The shareholders are deadlocked in voting power
10 and have failed to elect successors to directors whose terms
11 have expired or would have expired upon qualification of their
12 successors.;
13 (3) In a proceeding by a shareholder or group of
14 shareholders in a corporation having 35 or fewer shareholders
15 if it is established that:
16 (a) The corporate assets are being misapplied or
17 wasted, causing material injury to the corporation; or
18 (b) The directors or those in control of the
19 corporation have acted, are acting, or are reasonably expected
20 to act in a manner that is illegal or fraudulent.;
21 (4) In a proceeding by a creditor if it is established
22 that:
23 (a) The creditor's claim has been reduced to judgment,
24 the execution on the judgment returned unsatisfied, and the
25 corporation is insolvent; or
26 (b) The corporation has admitted in writing that the
27 creditor's claim is due and owing and the corporation is
28 insolvent.; or
29 (5) In a proceeding by the corporation to have its
30 voluntary dissolution continued under court supervision.
31 Section 2. This act shall take effect July 1, 1999.
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CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 1999 SB 1708
4-724A-99
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2 SENATE SUMMARY
3 Revises the criteria under which a circuit court may
dissolve a corporation in a proceeding brought by the
4 Department of Legal Affairs or any state agency.
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