The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1405

607.1405 Effect of dissolution.—

(1) A corporation that has dissolved continues its corporate existence, but the dissolved corporation may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(a) Collecting its assets;

(b) Disposing of its properties that will not be distributed in kind to its shareholders;

(d) Making distributions of its remaining assets among its shareholders according to their interests; and

(e) Doing every other act necessary to wind up and liquidate its business and affairs.

(2) Dissolution of a corporation does not:

(a) Transfer title to the corporation’s property;

(b) Prevent transfer of its shares or securities;

(d) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;

(e) Prevent commencement of a proceeding by or against the corporation in its corporate name;

(f) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

(g) Terminate the authority of the registered agent of the corporation.

(3) A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the shareholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining shareholders entitled to a distribution in liquidation, which date may not be retroactive. If the board of directors does not fix a record date for determining shareholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation.

(4) The directors, officers, and agents of a corporation dissolved pursuant to s. 607.1403 shall not incur any personal liability thereby by reason of their status as directors, officers, and agents of a dissolved corporation, as distinguished from a corporation which is not dissolved.

(5) Except as provided in s. 607.1422(4), the name of a dissolved corporation is not available for assumption or use by another eligible entity until 120 days after the effective date of dissolution unless the dissolved corporation provides the department with a record, signed as required by s. 607.0120, permitting the immediate assumption or use of the name by another eligible entity.

(6) For purposes of this section, the circuit court may appoint a trustee, custodian, or receiver for any property owned or acquired by the corporation who may engage in any act permitted under subsection (1) if any director or officer of the dissolved corporation is unwilling or unable to serve or cannot be located.

History.—s. 125, ch. 89-154; s. 154, ch. 90-179; s. 36, ch. 93-281; s. 179, ch. 2019-90; s. 9, ch. 2021-13.

F.S. 607.1405 on Google Scholar

F.S. 607.1405 on Casetext

Amendments to 607.1405

Arrestable Offenses / Crimes under Fla. Stat. 607.1405

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1405.

Annotations, Discussions, Cases:

Cases from cite.case.law:

J. SIBLEY, v. In ESTATE OF F. SIBLEY,, 273 So. 3d 1062 (Fla. App. Ct. 2019)

. . . carry on any business except that necessary to wind up and liquidate its business and affairs under s. 607.1405 . . .

ZUMA PRESS, INC. Co. v. GETTY IMAGES US INC., 349 F. Supp. 3d 369 (S.D.N.Y. 2018)

. . . . §§ 607.1405(2)(a),(g). . . .

BUILDING LLC, v. COMPONENT REPAIR SERVICES, INC., 224 So. 3d 785 (Fla. Dist. Ct. App. 2017)

. . . time in a post-judgment motion seeking to set aside judgment as void, and holding that, under section 607.1405 . . .

E. DAMIAN, LLC, LLC, LLC, LLC, v. INTERNATIONAL METALS TRADING INVESTMENTS, LTD., 243 F. Supp. 3d 1308 (S.D. Fla. 2017)

. . . . § 607.1405(2)(e), (f)). . . .

WILSON, v. WILSON,, 211 So. 3d 313 (Fla. Dist. Ct. App. 2017)

. . . Among other things, and as section 607.1405 of the Florida Statutes makes clear, dissolving a corporation . . . See § 607.1405, Fla. Stat. (2016). . . . Section 607.1405 Fla. . . .

TRANS HEALTH MANAGEMENT INC. LLC M. LLC, v. NUNZIATA, LLC, v. LLC v. M. LLC LLC, v., 159 So. 3d 850 (Fla. Dist. Ct. App. 2014)

. . . generally “[p]revent commencement of a proceeding by or against the corporation in its corporate name,” § 607.1405 . . . the specific provisions of section 607.1622(8) control over the more general provisions of section 607.1405 . . .

SYNERGY REAL ESTATE OF SW FLORIDA, INC. a LLC, a v. PREMIER PROPERTY MANAGEMENT OF SW FLORIDA, LLC, a n. k. a. P. O. M. LLC, LLC, a, 578 F. App'x 959 (11th Cir. 2014)

. . . . § 607.1405(2)(e) (2014). . . .

JONES, v. PFAFF,, 77 So. 3d 884 (Fla. Dist. Ct. App. 2012)

. . . direct the winding up and liquidation of the corporation’s business and affairs in accordance with s. 607.1405 . . . dissolution are filed, “the corporation shall be dissolved in accordance with the provisions of ss. 607.1405 . . . the winding up and liquidation of the corporation’s business and affairs in accordance with” sections 607.1405 . . . section 607.1436(7) simply provides that the corporation shall be dissolved in accordance with sections 607.1405 . . .

O. ROSA De v. MORTGAGE ELECTRONIC SYSTEMS, INC., 821 F. Supp. 2d 423 (D. Mass. 2011)

. . . . § 607.1405. The parties did not address the effect of this statute on their arguments. . . .

In A. G. A. FLOWERS, INC. In, 457 B.R. 884 (Bankr. S.D. Fla. 2011)

. . . obtaining the unclaimed funds is within the scope of these statutes, in particular Florida Statutes § 607.1405 . . . Florida Statutes § 607.1405 states: (1) A dissolved corporation continues its corporate existence but . . . Ann. § 607.1405(1) (West 2011). . . .

INTELSAT CORPORATION LLC, v. MULTIVISION TV LLC,, 736 F. Supp. 2d 1334 (S.D. Fla. 2010)

. . . . § 607.1405(2)(e). . . . .

SELEPRO, INC. v. CHURCH, J Co, 17 So. 3d 1267 (Fla. Dist. Ct. App. 2009)

. . . In opposition, the plaintiff relied on sections 607.1405(1) and 607.1421(3) and case law to argue that . . . carry on any business except that necessary to wind up and liquidate its business and affairs under s. 607.1405 . . . Venegas, 862 So.2d 6, 8 (Fla. 3d DCA 2003) (citing §§ 607.1421(3) and 607.1405(1), Fla. . . . active and was not transacting business; rather, it was simply winding up its affairs under section 607.1405 . . .

DGG DEVELOPMENT CORPORATION, v. ESTATE OF CAPPONI,, 983 So. 2d 1232 (Fla. Dist. Ct. App. 2008)

. . . the deed from DGG to the Capponis did not comply with section 692.01, the Grantees argue that section 607.1405 . . . Section 607.1405 provides that a corporation continues its corporate existence after dissolution and . . . We do not accept the Grantees’ contention that section 607.1405 validates a conveyance not otherwise . . .

SEAY OUTDOOR ADVERTISING, INC. v. LOCKLIN,, 965 So. 2d 325 (Fla. Dist. Ct. App. 2007)

. . . See also section 607.1405(2)(e), Florida Statutes (stating that the “[djisso-lution of a corporation . . .

R. WHEELER, v. WHEELER, ERWIN FOUNTAIN, P. A. a P. A. a, 964 So. 2d 745 (Fla. Dist. Ct. App. 2007)

. . . .]” § 607.1405(l)(e), Fla. Stat. (1999); Levine, 734 So.2d at 1196. . . .

PBF OF FORT MYERS, INC. v. D K PARTNERSHIP, 890 So. 2d 384 (Fla. Dist. Ct. App. 2004)

. . . carry on any business except that necessary to wind up and liquidate its business and affairs under s. 607.1405 . . . Section 607.1405(l)(a) similarly provides that a dissolved corporation may not carry on any business . . .

ALLIED ROOFING INDUSTRIES, INC. v. VENEGAS,, 862 So. 2d 6 (Fla. Dist. Ct. App. 2003)

. . . See §§ 607.1421(3); 607.1405(1), Fla. Stat. (2003); Nat'l Judgment Recovery Agency, Inc. v. . . .

PARADISE CREATIONS, INC. v. UV SALES, INC., 315 F.3d 1304 (Fed. Cir. 2003)

. . . administratively dissolved, somewhat paradoxically it regains capacity to sue under chapters 607.1421(3) and 607.1405 . . .

DEAKTER, v. MENENDEZ, Jr., 830 So. 2d 124 (Fla. Dist. Ct. App. 2002)

. . . See § 607.1405(l)(d), Fla. Stat. (1993). . . .

NATIONAL JUDGMENT RECOVERY AGENCY, INC. v. G. HARRIS, M. BORGIA,, 826 So. 2d 1034 (Fla. Dist. Ct. App. 2002)

. . . Section' 607.1405(1), Florida Statutes (1999) authorizes a dissolved corporation to carry on business . . . does not “prevent commencement of a proceeding by or against the corporation in its corporate name.” § 607.1405 . . . Section 607.1405(1), Florida Statutes (1999) allows a dissolved corporation to carry on business and . . . Clearly section 607.1405(1), Florida Statutes (1999) barred the lessee’s defense of the lease payment . . .

CANNELLA v. AUTO- OWNERS INSURANCE COMPANY,, 801 So. 2d 94 (Fla. 2001)

. . . In reply to this argument, the Cannellas rely upon section 607.1405(2)(g), Florida Statutes (1991), which . . . did chapter 607 contain any provision that expressly addressed service of process; therefore, section 607.1405 . . . Moreover, we find that the 1989 amendments to section 607.1405 did not repeal by implication the express . . . In 1992, section 607.1405(5), Florida Statutes, would have permitted the appointment of a trustee, but . . .

SAMPLES, v. CONOCO, INC., 165 F. Supp. 2d 1303 (N.D. Fla. 2001)

. . . . § 607.1405(2)(e) (West 2001); Ron’s Quality Towing, Inc. v. . . .

In E. BARFIELD, E. v., 261 B.R. 793 (Bankr. M.D. Fla. 2001)

. . . . § 607.1405(2)(a) (2001). . . . The district court in Miner approved the bankruptcy court’s finding that “[u]nder Section 607.1405, title . . . Pursuant to § 607.1405(2), no legal or equitable interest in Toxic Tony’s corporate assets passed to . . .

In SOUTHERN CINEMAS, INC. a d b a f k a ID, 256 B.R. 520 (Bankr. M.D. Fla. 2000)

. . . Stat. ch. 607.1405 (1999). . . . Chapter 607.1405 maintains that corporate existence can continue until a dissolved corporation has wound . . . up its business and affairs, ch. 607.1405. . . . suspend a proceeding pending by or against the corporation on the effective date of dissolution.... ” ch. 607.1405 . . . The presence of chapters 607.1405 and .1406 strongly suggests that Florida law allows a corporation to . . .

VACATION BREAK OF BOCA RATON, INC. a v. C. BREEDEN, a, 765 So. 2d 281 (Fla. Dist. Ct. App. 2000)

. . . (Emphasis added) Appellant relies on section 607.1405, Florida Statutes. . . . Pursuant to section 607.1405, a dissolved corporation continues its corporate existence for the purpose . . . Among other acts, it may make provision for the discharging of its liabilities, § 607.1405(1)(c). . . . Subsection 607.1405(2) provides that dissolution does not prevent commencement of a proceeding by or . . . The issue on appeal is whether section 607.1405 modifies the requirement that a corporation, which has . . .

RON S QUALITY TOWING, INC. v. SOUTHEASTERN BANK OF FLORIDA, 765 So. 2d 134 (Fla. Dist. Ct. App. 2000)

. . . See § 607.1405(2)(e), Fla. Stat. (1995); Levine v. . . .

R. LEVINE, M. D. M. M. D. R. M. D. P. A. a v. R. LEVINE, M. D. W. P. A. a C. P. A. P. A., 734 So. 2d 1191 (Fla. Dist. Ct. App. 1999)

. . . Specifically, the accountants point out that sections 607.1405(1) and 607.1421(3), Florida Statutes ( . . . As part of this revision, the lawmakers enacted section 607.1405, Florida Statutes (1989). . . . Section 607.1405(1) declares that a dissolved corporation “may not carry on any business except that . . . Having determined that section 607.1405 would not have justified dismissal of LZD’s suit against the . . . from suing to collect assets as part of the winding up and liquidation process permitted by section 607.1405 . . .

WONG, v. GONZALEZ KENNEDY, INC., 719 So. 2d 937 (Fla. Dist. Ct. App. 1998)

. . . property, and that the authority of the dissolved corporation’s registered agent does not terminate, see § 607.1405 . . .

In WEST LAKELAND LAND COMPANY LIMITED PARTNERSHIP, WEST LAKELAND LAND COMPANY LIMITED PARTNERSHIP, v. UNITED STATES, 216 B.R. 892 (Bankr. M.D. Fla. 1998)

. . . . § 607.1405(2), Fla. . . .

R. LISZKA, Jr. v. SILVERADO STEAK SEAFOOD CO. INC., 703 So. 2d 1226 (Fla. Dist. Ct. App. 1998)

. . . Chapter 89-154, Laws of Florida, currently codified at sections 607.1405 and 607.1421, Florida Statutes . . . Section 607.1405, Florida Statutes (1995), “Effect of dissolution,” provides in pertinent part: (1) A . . . carry on any business except that necessary to wind up and liquidate its business and affairs under s. 607.1405 . . .

CYGNET HOMES, INC. v. KALENY LIMITED OF FLORIDA, INC., 681 So. 2d 826 (Fla. Dist. Ct. App. 1996)

. . . Appellant contends that sections 607.1421(3) and 607.1405(2)(e), Florida Statutes (1995) permit a dissolved . . . carry on any business except that necessary to wind up 'and liquidate its business and affairs under s. 607.1405 . . . Section 607.1405(2)(e), provides, “Dissolution of a corporation does not prevent commencement of a proceeding . . .

POLK COUNTY RAND INVESTMENTS, INC. a v. STATE DEPARTMENT OF LEGAL AFFAIRS,, 666 So. 2d 279 (Fla. Dist. Ct. App. 1996)

. . . We realize that section 607.1405(2)(g), Florida Statutes (1991), provides that dissolution of a corporation . . . provides the only method by which process can be personally served on a dissolved corporation, section 607.1405 . . .

In H. MINER, Sr. H. MINER, Sr. E. v. BAY BANK TRUST COMPANY,, 185 B.R. 362 (N.D. Fla. 1995)

. . . motion for rehearing, Section 607.310 was repealed, effective July 1, 1990, and replaced by Section 607.1405 . . . The new statute provides in pertinent part: 607.1405.Effect of dissolution (1) A dissolved corporation . . . corporation does not: (a) Transfer title to the corporation’s property; Under the plain language of Section 607.1405 . . . He found that under Section 607.1405, title to the property of Miner Corp. remained in the corporation . . . It is difficult to conceive of a more unambiguous wording than that contained in Section 607.1405(2)( . . .

HILLSBOROUGH COUNTY, a v. A e ROAD OILING SERVICE, INC., 877 F. Supp. 618 (M.D. Fla. 1995)

. . . Section 607.1405(2)(e), Fla.Stat. (1993), explicitly states “[dissolution of a corporation does not [ . . .

In H. MINER, Sr. H. MINER, Sr. E. v. BAY BANK TRUST COMPANY,, 177 B.R. 104 (Bankr. N.D. Fla. 1994)

. . . However, § 607.301 was repealed effective July 1, 1990 and replaced by § 607.1405. . . .

STOEFFLER, v. CASTAGLIOLA a f k a P. A. f k a P. A., 629 So. 2d 196 (Fla. Dist. Ct. App. 1993)

. . . Stoeffler argues that pursuant to section 607.1405(2)(g) service can be made upon the registered agent . . . Section 607.1405(2)(g) provides, in part, Effect of dissolution— (2) Dissolution of a corporation does . . .

SHENKMAN v. A. WALD,, 609 So. 2d 686 (Fla. Dist. Ct. App. 1992)

. . . The counterpart to former section 607.261 is section 607.1405, Florida Statutes (1991). . . . .

In HALL, Jr. HALL, Jr. v. E. QUIGLEY, Jr. L., 131 B.R. 213 (Bankr. N.D. Fla. 1991)

. . . Fla.Stat. 607.301 was repealed by § 607.1405 effective July 1, 1990. . . .

In DONALD VERONA BERNARD GREEN, a a k a a, 126 B.R. 113 (Bankr. M.D. Fla. 1991)

. . . . § 607.1405. . . .