Fla. Stat. 617.1401
Voluntary dissolution of corporation prior to conducting its affairs

(1)

At any time after the filing of the articles of incorporation, a corporation which has not commenced to conduct its affairs may be voluntarily dissolved in the following manner:If there are no directors of the corporation, by the incorporator or, if there is more than one incorporator, by a majority of the incorporators; orIf there are directors of the corporation, by a majority of the directors.

(a)

If there are no directors of the corporation, by the incorporator or, if there is more than one incorporator, by a majority of the incorporators; or

(b)

If there are directors of the corporation, by a majority of the directors.

(2)

Articles of dissolution must be executed in accordance with s. 617.01201 and must set forth:The name of the corporation;The date of filing of its articles of incorporation;That the corporation has not commenced to conduct its affairs;That no debts of the corporation remain unpaid; andThat the incorporator or a majority of the incorporators or a majority of the directors, as the case may be, authorized the dissolution.

(a)

The name of the corporation;

(b)

The date of filing of its articles of incorporation;

(c)

That the corporation has not commenced to conduct its affairs;

(d)

That no debts of the corporation remain unpaid; and

(e)

That the incorporator or a majority of the incorporators or a majority of the directors, as the case may be, authorized the dissolution.

(3)

The articles of dissolution must be filed and shall become effective in accordance with s. 617.1403, may be revoked in accordance with s. 617.1404, and shall have the effect prescribed in s. 617.1405.

Source: Section 617.1401 — Voluntary dissolution of corporation prior to conducting its affairs, https://www.­flsenate.­gov/Laws/Statutes/2024/0617.­1401 (accessed Aug. 7, 2025).

617.0102
Reservation of power to amend or repeal 617.0121
Forms 617.0122
Fees for filing documents and issuing certificates 617.0123
Effective date of document 617.0124
Correcting filed document 617.0125
Filing duties of Department of State 617.0126
Appeal from Department of State’s refusal to file document 617.0127
Evidentiary effect of copy of filed document 617.0128
Certificate of status 617.0141
Notice 617.0202
Articles of incorporation 617.0203
Incorporation 617.0204
Liability for preincorporation transactions 617.0205
Organizational meeting of directors 617.0206
Bylaws 617.0207
Emergency bylaws 617.221
Membership associations 617.0301
Purposes and application 617.0302
Corporate powers 617.0303
Emergency powers 617.0304
Ultra vires 617.0401
Corporate name 617.0403
Registered name 617.0501
Registered office and registered agent 617.0502
Change of registered office or registered agent 617.0503
Registered agent 617.0504
Serving process, giving notice, or making a demand on a corporation 617.0505
Distributions 617.0601
Members, generally 617.0604
Liability of members 617.0605
Transfer of membership interests 617.0606
Resignation of members 617.0607
Termination, expulsion, and suspension 617.0608
Purchase of memberships 617.0701
Meetings of members, generally 617.0721
Voting by members 617.0725
Quorum 617.0801
Duties of board of directors 617.0802
Qualifications of directors 617.0803
Number of directors 617.0806
Staggered terms for directors 617.0807
Resignation of directors 617.0808
Removal of directors 617.0809
Board vacancy 617.0820
Meetings 617.0821
Action by directors without a meeting 617.0822
Notice of meetings 617.0823
Waiver of notice 617.0824
Quorum and voting 617.0825
Board committees and advisory committees 617.0830
General standards for directors 617.0831
Indemnification and liability of officers, directors, employees, and agents 617.0832
Director conflicts of interest 617.0833
Loans to directors or officers 617.0834
Officers and directors of certain corporations and associations not for profit 617.0835
Prohibited activities by private foundations 617.0840
Required officers 617.0841
Duties of officers 617.0842
Resignation and removal of officers 617.0843
Contract rights of officers 617.0901
Reincorporation 617.1001
Authority to amend the articles of incorporation 617.1002
Procedure for amending articles of incorporation 617.1006
Contents of articles of amendment 617.1007
Restated articles of incorporation 617.1008
Amendment pursuant to reorganization 617.1009
Effect of amendment 617.01011
Short title 617.1101
Plan of merger 617.1102
Limitation on merger 617.1103
Approval of plan of merger 617.1105
Articles of merger 617.1106
Effect of merger 617.1107
Merger of domestic and foreign corporations 617.1108
Merger of domestic corporation and other eligible entities 617.1201
Secured transactions and other dispositions of corporate property and assets not requiring member approval 617.01201
Filing requirements 617.1202
Sale, lease, exchange, or other disposition of corporate property and assets requiring member approval 617.1301
Prohibited distributions 617.01301
Powers of Department of State 617.1302
Authorized distributions 617.1401
Voluntary dissolution of corporation prior to conducting its affairs 617.01401
Definitions 617.1402
Dissolution of corporation 617.1403
Articles of dissolution 617.1404
Revocation of dissolution 617.1405
Effect of dissolution 617.1406
Plan of distribution of assets 617.1407
Unknown claims against dissolved corporation 617.1408
Known claims against dissolved corporation 617.1420
Grounds for administrative dissolution 617.1421
Procedure for and effect of administrative dissolution 617.1422
Reinstatement following administrative dissolution 617.1423
Appeal from denial of reinstatement 617.1430
Grounds for judicial dissolution 617.1431
Procedure for judicial dissolution 617.1432
Receivership or custodianship 617.1433
Judgment of dissolution 617.1440
Deposit with Department of Financial Services 617.1501
Authority of foreign corporation to conduct affairs required 617.1502
Consequences of conducting affairs without authority 617.1503
Application for certificate of authority 617.1504
Amended certificate of authority 617.1505
Effect of certificate of authority 617.1506
Corporate name of foreign corporation 617.1507
Registered office and registered agent of foreign corporation 617.1508
Change of registered office and registered agent of foreign corporation 617.1509
Resignation of registered agent of foreign corporation 617.1510
Serving process, giving notice, or making a demand on a foreign corporation 617.1520
Withdrawal of foreign corporation 617.1530
Grounds for revocation of authority to conduct affairs 617.1531
Procedure for and effect of revocation 617.1532
Appeal from revocation 617.1533
Reinstatement following revocation 617.1601
Corporate records 617.1602
Inspection of records by members 617.1603
Scope of inspection right 617.1604
Court-ordered inspection 617.1605
Financial reports for members 617.1606
Access to records 617.1622
Annual report for Department of State 617.1623
Corporate information available to the public 617.1701
Application to existing domestic corporation 617.1702
Application to qualified foreign corporations 617.1703
Application of chapter 617.1711
Application to foreign and interstate commerce 617.1803
Domestication of foreign not-for-profit corporations 617.1805
Corporations for profit 617.1806
Conversion to corporation not for profit 617.1807
Conversion to corporation not for profit 617.1808
Application of act to corporation converted to corporation not for profit 617.1809
Limited agricultural association 617.1904
Estoppel 617.1907
Effect of repeal or amendment of prior acts 617.1908
Applicability of Florida Business Corporation Act 617.2001
Corporations which may be incorporated hereunder 617.2002
Corporation not for profit organized pursuant to s. 2, ch. 87-296 617.2003
Proceedings to revoke articles of incorporation or charter or prevent its use 617.2004
Extinct churches and religious societies 617.2005
Extinct churches and religious societies 617.2006
Incorporation of labor unions or bodies 617.2007
Sponge packing and marketing corporations 617.02011
Incorporators 617.2101
Corporation authorized to act as trustee 617.2102
Fines and penalties against members 617.2104
Florida Uniform Prudent Management of Institutional Funds Act 617.2105
Corporation issued a deed to real property 617.05015
Reserved name 617.07401
Members’ derivative actions 617.08101
Compensation of directors

Current through Fall 2025

§ 617.1401. Voluntary dissolution of corporation prior to conducting its affairs's source at flsenate​.gov