Florida Statute 617.1430
“Grounds for judicial dissolution”
What it means
This is the involuntary-dissolution section for Florida not-for-profit corporations. The Department of Legal Affairs — the Attorney General's department — may sue to dissolve a nonprofit that obtained its articles through fraud or has exceeded or abused the authority the law confers, and the section preserves other proceedings by the department or any state official.
Fifty or more members, or members holding at least 10 percent of voting power, may petition on grounds including director deadlock with irreparable injury, members failing to elect successor directors for two consecutive annual meeting dates, assets misapplied or wasted, illegal or fraudulent conduct, or insufficient assets to continue. A creditor of an insolvent nonprofit, and the corporation itself, may also invoke the court.
- The Department of Legal Affairs may seek dissolution for articles obtained by fraud or authority exceeded or abused (§617.1430(1)).
- Member proceedings take 50+ members or 10% of voting power — grounds include deadlock, waste, and illegal or fraudulent acts.
- Member deadlock counts once successor directors go unelected for two consecutive annual meeting dates.
- A creditor may sue only an insolvent corporation — unsatisfied judgment, or debt admitted in writing.
- The section preserves other actions by the department or any state official as provided by law.
How it plays out
Charitable oversight in Florida is split, and this is the enforcement half: solicitation registration sits with the Department of Agriculture, while dissolving an abusive charity belongs to the Attorney General's department. It reaches estate work because charities take bequests — a gift to a nonprofit that later collapses or is dissolved raises the questions we then have to answer: alternate takers, gift-over clauses, cy pres. Naming a backup charity in the will is the drafting answer; this section is what happens without one.
Questions people ask
