Florida Statutes
Fla. Stat. § 607.0204 (2025)
Liability for preincorporation transactions.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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607.0204 Liability for preincorporation transactions.—All persons purporting to act as or on behalf of a corporation, knowing that there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
Notes of Decisions
Cited in 5
cases, 1991–2006 · leading case: O'Neill v. The Home Depot U.S.A., Inc., 243 F.R.D. 469 (S.D. Fla. 2006).
O'Neill v. The Home Depot U.S.A., Inc., 243 F.R.D. 469 (S.D. Fla. 2006). “1st DCA 1988) (affirming lower court’s finding that owners and operators of a business which was not in existence during the relevant time period were individually liable); Fla. Stat. § 607.0204 (“All persons purporting to act as or on behalf of a corporation, having actual…”
Ruggio v. Vining, 755 So. 2d 792 (Fla. 2d DCA 2000). “Vining's claim was barred by laches, estoppel, and section 607.0204, Florida Statutes (1995).”
Royal Dev. & Mgt. Corp. v. Guardian 50/50 Fund V, Ltd., 583 So. 2d 403 (Fla. 3d DCA 1991). “397 was replaced by § 607.0204 on July 1, 1990. The generally accepted rule of construction is that absent an express legislative declaration to the contrary, a law is presumed to operate prospectively.”
Presley v. Ponce Plaza Assocs., 723 So. 2d 328 (Fla. 5th DCA 1998). “See § 607.0204, Fla.Stat. (1993); Royal Dev. and Management Corp.”
Karakadze v. Quinoa, 593 So. 2d 596 (Fla. 3d DCA 1992). “(1989) (repealed 1990; current version at § 607.0204, Fla.Stat. (1991)); Anderson v.”
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