Florida Statute 617.1430
“Grounds for judicial dissolution”
ch. 2026-168 (effective July 1, 2026). Adds that a court may order the other remedies provided in ss. 617.1432 and 617.1434 and makes technical wording changes.
What it means
A circuit court may dissolve a nonprofit corporation, or order another remedy under s. 617.1432 or s. 617.1434, in four kinds of proceedings.
The Department of Legal Affairs may proceed if the corporation obtained its articles through fraud or has exceeded or abused, or is continuing to exceed or abuse, its legal authority. That list does not exclude other actions by the department or any state official (subsection (1)).
A proceeding may be brought by at least 50 members or members holding at least 10 percent of the voting power, whichever is less, by a member or group as the articles or bylaws provide, or by a director or a person authorized in the articles. The grounds are director deadlock with irreparable injury, member deadlock through at least two consecutive annual meeting dates, assets misapplied or wasted, illegal or fraudulent conduct, or insufficient assets with no ability to assemble a quorum (subsection (2)).
A creditor may proceed if its claim is reduced to judgment, execution is returned unsatisfied, and the corporation is insolvent, or if the corporation admitted in writing that the claim is due and it is insolvent (subsection (3)). The corporation may ask to continue its voluntary dissolution under court supervision (subsection (4)).
- The Department of Legal Affairs may proceed for fraud in obtaining the articles or exceeding or abusing legal authority (§ 617.1430(1)(a)).
- Members may proceed with at least 50 members or 10 percent of the voting power, whichever is less (§ 617.1430(2)).
- A director or a person authorized in the articles may also bring a proceeding on the subsection (2) grounds (§ 617.1430(2)).
- Member deadlock requires members deadlocked in voting power who have failed, for a period including at least two consecutive annual meeting dates, to elect successors to directors (§ 617.1430(2)(b)).
- A creditor needs an unsatisfied judgment, or a written admission that the claim is due, plus the corporation's insolvency (§ 617.1430(3)).
- The corporation may seek to continue a voluntary dissolution under court supervision (§ 617.1430(4)).
Text of the statute (2026)
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.
Excerpts are the subsections the summary relies on. Read the full official text of § 617.1430.
History. s. 86, ch. 90-179; s. 44, ch. 2009-205; s. 77, ch. 2026-168.
How it applies
Section 617.1430 identifies who may ask a circuit court to dissolve a nonprofit corporation and on what grounds. The Department of Legal Affairs proceeds on fraud or abuse of authority; members, directors, or authorized persons proceed on deadlock, waste, illegality, or lack of assets; and creditors proceed on an unsatisfied judgment or a written admission together with insolvency. The introductory text also refers to s. 617.1432 (receivership or custodianship) and s. 617.1434 (alternative remedies to judicial dissolution), which chapter 2026-168 added or revised.
Questions people ask
Sources
- Florida Statutes (2026), section 617.1430 (Introductory text and subsections (1)-(4): who may bring a proceeding and the grounds.)
- Chapter 2026-168, Laws of Florida, section 77 (Amends s. 617.1430; creates s. 617.1434 (alternative remedies to judicial dissolution); effective July 1, 2026.)
Last checked: October 17, 2026
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