Corporation Deadlock and Judicial Dissolution

By Guest Contributor Gregory A. May, Esq. –


Many times closely held corporations commence with a great idea and a trusting partnership. Over the years, shareholders may be replaced, partners alter their roles, and some businesses simply fail due to unforeseen circumstances. These situations can give rise arguments as to how the business affairs should be managed, and ultimately lead to a corporate deadlock amongst directors of the corporation. If this occurs, the directors are left with few options including but not limited to: 1) selling the business or 2) forcing a judicial dissolution of the corporation.


Florida Statutes provides that a shareholder may move the Court to judicially dissolve a corporation if the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is being threatened or suffered. §607.1430, Florida Statutes. If the court finds that the judicial dissolution is necessary, then an Order is entered in the Court and the business is forced to liquidate its assets and wind down its affairs. Corporate dissolution are quite effective, however they often involve lengthy litigation and substantial expenses that can eat away at the equity in the business.


With that said, it’s easy to see that in most cases it would be beneficial if the shareholders could agree to terms of a buyout or simply place the business for sale on the open market. If you choose to sell your business, then the use of a business broker can be quite beneficial in obtaining a top market price. However, if you have questions concerning a corporate deadlock or judicial dissolution, then seek the advice of an experienced business attorney. Good luck with your business ventures!


This communication is for informational purposes only and shall not constitute legal advice and formal of attorney-client relationship.


greg may

Gregory A. May, Esq.

Kiesel and May, Attorneys at Law
2121 McGregor Boulevard
Fort Myers, Florida 33901
T:•(239) 334-1800
F:•(239) 332-3927


Michael Monnot

12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

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Michael Monnot


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