Florida Statute 607.1405 - Full Text and Legal Analysis

The 2025 Florida Statutes

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.

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Amendments to 607.1405

Annotations, Discussions, Cases:

Cases Citing Statute 607.1405

Total Results: 35

Miner v. Bay Bank & Trust Co. (In Re Miner)

185 B.R. 362, 1995 U.S. Dist. LEXIS 11519, 1995 WL 488330

District Court, N.D. Florida | Filed: Jun 30, 1995 | Docket: 1766278

Cited 24 times | Published

repealed, effective July 1, 1990, and replaced by Section 607.1405. The new statute provides in pertinent part:

Levine v. Levine

734 So. 2d 1191, 1999 WL 445693

District Court of Appeal of Florida | Filed: Jul 2, 1999 | Docket: 1441752

Cited 18 times | Published

part of this revision, the lawmakers enacted section 607.1405, Florida Statutes (1989). Contrary to prior

Stoeffler v. Castagliola

629 So. 2d 196, 1993 WL 461997

District Court of Appeal of Florida | Filed: Nov 10, 1993 | Docket: 1263495

Cited 16 times | Published

corporation. Stoeffler argues that pursuant to section 607.1405(2)(g)[3] service can be made upon the registered

Deakter v. Menendez

830 So. 2d 124, 2002 WL 2008195

District Court of Appeal of Florida | Filed: Sep 4, 2002 | Docket: 471439

Cited 15 times | Published

distributed to the sole shareholder, Mendelson. See § 607.1405(1)(d), Fla. Stat. (1993). Therefore, Mendelson

Miner v. Bay Bank & Trust Co. (In Re Miner)

177 B.R. 104, 8 Fla. L. Weekly Fed. B 293, 1994 Bankr. LEXIS 2107, 1994 WL 739271

United States Bankruptcy Court, N.D. Florida | Filed: Nov 30, 1994 | Docket: 1805859

Cited 12 times | Published

repealed effective July 1, 1990 and replaced by § 607.1405. This section provides in pertinent part, (1)

DGG Development Corp. v. Estate of Capponi

983 So. 2d 1232, 2008 Fla. App. LEXIS 9160, 2008 WL 2465568

District Court of Appeal of Florida | Filed: Jun 20, 2008 | Docket: 2527385

Cited 10 times | Published

with section 692.01, the Grantees argue that section 607.1405, Florida Statutes (2001), validates the deed

Ron's Quality Towing, Inc. v. Southeastern Bank of Fla.

765 So. 2d 134, 2000 Fla. App. LEXIS 7597, 2000 WL 795287

District Court of Appeal of Florida | Filed: Jun 22, 2000 | Docket: 1522967

Cited 10 times | Published

defending an action in its corporate name. See § 607.1405(2)(e), Fla. Stat. (1995); Levine v. Levine, 734

National Judgment Recovery Agency, Inc. v. Harris

826 So. 2d 1034, 2002 WL 1758254

District Court of Appeal of Florida | Filed: Jul 31, 2002 | Docket: 1197643

Cited 7 times | Published

not corporations which have been dissolved. Section 607.1405(1), Florida Statutes (1999) authorizes a dissolved

Cygnet Homes, Inc. v. Kaleny Ltd. of Florida, Inc.

681 So. 2d 826, 1996 Fla. App. LEXIS 10450, 1996 WL 583161

District Court of Appeal of Florida | Filed: Oct 11, 1996 | Docket: 330647

Cited 6 times | Published

business and affairs under s. 607.1405...." Section 607.1405(2)(e), provides, "Dissolution of a corporation

Hall v. Quigley (In Re Hall)

131 B.R. 213, 25 Collier Bankr. Cas. 2d 720, 1991 Bankr. LEXIS 1269, 1991 WL 170965

United States Bankruptcy Court, N.D. Florida | Filed: Aug 15, 1991 | Docket: 1829297

Cited 6 times | Published

NOTES [1] Fla.Stat. 607.301 was repealed by § 607.1405 effective July 1, 1990. However, the new statute

Polk Cty. Rand v. State Dept. Legal

666 So. 2d 279, 1996 WL 16585

District Court of Appeal of Florida | Filed: Jan 19, 1996 | Docket: 1510873

Cited 5 times | Published

639 So.2d 976 (Fla. 1994). We realize that section 607.1405(2)(g), Florida Statutes (1991), provides that

Hillsborough County v. a & E Road Oiling Service, Inc.

877 F. Supp. 618, 1995 U.S. Dist. LEXIS 2177, 1995 WL 76928

District Court, M.D. Florida | Filed: Feb 17, 1995 | Docket: 943661

Cited 5 times | Published

corporation has the capacity to sue or be sued. Section 607.1405(2)(e), Fla.Stat. (1993), explicitly states

Diebel v. S.B. Trucking Co.

262 F. Supp. 2d 1319, 2003 U.S. Dist. LEXIS 13136, 2003 WL 1870953

District Court, M.D. Florida | Filed: Apr 9, 2003 | Docket: 2241103

Cited 4 times | Published

continues its corporate existence." Fla. Stat. § 607.1405. Although it might otherwise be appropriate for

Liszka v. SILVERADO STEAK & SEAFOOD CO., INC.

703 So. 2d 1226, 1998 Fla. App. LEXIS 19, 1998 WL 2512

District Court of Appeal of Florida | Filed: Jan 2, 1998 | Docket: 1349397

Cited 4 times | Published

law applicable to dissolved corporations. Section 607.1405, Florida Statutes (1995), "Effect of dissolution

In Re Donald Verona & Bernard Green

126 B.R. 113, 1991 WL 58825

United States Bankruptcy Court, M.D. Florida | Filed: Jul 25, 1991 | Docket: 1605244

Cited 4 times | Published

through its last surviving directors. Fla.Stat. § 607.1405. This is so even though the dissolved corporation

Building B1, LLC v. Component Repair Services, Inc.

224 So. 3d 785, 2017 WL 2961117, 2017 Fla. App. LEXIS 9956

District Court of Appeal of Florida | Filed: Jul 12, 2017 | Docket: 6088814

Cited 3 times | Published

judgment as void, and holding that, under section 607.1405(2)(e), Florida Statutes (2012), cause of action

Wheeler v. WHEELER, ERWIN & FOUNTAIN, PA

964 So. 2d 745, 2007 WL 2301268

District Court of Appeal of Florida | Filed: Aug 14, 2007 | Docket: 1689754

Cited 3 times | Published

provision for discharging its liabilities[.]" § 607.1405(1)(c), Fla. Stat. (1999); Levine, 734 So.2d at

Barfield v. Sana of Jacksonville, Inc. (In Re Barfield)

261 B.R. 793, 2001 Bankr. LEXIS 727, 2001 WL 435353

United States Bankruptcy Court, M.D. Florida | Filed: Apr 30, 2001 | Docket: 1740482

Cited 3 times | Published

a corporation upon dissolution. See FLA.STAT. § 607.1405(2)(a) (2001). Accordingly, a debtor/shareholder

Vacation Break of Boca Raton, Inc. v. Breeden

765 So. 2d 281, 2000 WL 1153971

District Court of Appeal of Florida | Filed: Aug 16, 2000 | Docket: 429060

Cited 3 times | Published

Appellant relies on section 607.1405, Florida Statutes. Pursuant to section 607.1405, a dissolved corporation

Wong v. Gonzalez & Kennedy, Inc.

719 So. 2d 937, 1998 Fla. App. LEXIS 11639, 1998 WL 634941

District Court of Appeal of Florida | Filed: Sep 16, 1998 | Docket: 1352044

Cited 3 times | Published

corporation's registered agent does not terminate, see § 607.1405(1)(a) & (g), 607.1421(5), Fla. *938 Stat. (1989)

Wilson v. Wilson Sr.

211 So. 3d 313, 2017 WL 621242, 2017 Fla. App. LEXIS 2029

District Court of Appeal of Florida | Filed: Feb 15, 2017 | Docket: 4585351

Cited 2 times | Published

estate’s hands. Among other things, and as section 607.1405 of the Florida Statutes makes clear, dissolving

SEAY OUTDOOR ADVERTISING, INC. v. Locklin

965 So. 2d 325, 2007 Fla. App. LEXIS 14681, 2007 WL 2733935

District Court of Appeal of Florida | Filed: Sep 21, 2007 | Docket: 1509138

Cited 2 times | Published

liquidate its business and affairs. See also section 607.1405(2)(e), Florida Statutes (stating that the

Cannella v. Auto-Owners Ins. Co.

801 So. 2d 94, 26 Fla. L. Weekly Supp. 754, 2001 Fla. LEXIS 2273, 2001 WL 1422463

Supreme Court of Florida | Filed: Nov 15, 2001 | Docket: 1744767

Cited 2 times | Published

to this argument, the Cannellas rely upon section 607.1405(2)(g), Florida Statutes (1991), which, at

Samples v. Conoco, Inc.

165 F. Supp. 2d 1303, 2001 U.S. Dist. LEXIS 12872, 2001 WL 957763

District Court, N.D. Florida | Filed: Aug 7, 2001 | Docket: 2385496

Cited 2 times | Published

sue a dissolved corporation. See FLA.STAT.ANN. § 607.1405(2)(e) (West 2001); Ron's Quality Towing, Inc

In Re West Lakeland Land Co. v. United States (In Re West Lakeland Land Co.)

216 B.R. 892, 11 Fla. L. Weekly Fed. B 163, 1998 Bankr. LEXIS 87, 32 Bankr. Ct. Dec. (CRR) 84, 1998 WL 42212

United States Bankruptcy Court, M.D. Florida | Filed: Feb 3, 1998 | Docket: 1636907

Cited 2 times | Published

corporation's property to the corporation's shareholder. § 607.1405(2), Fla. Stat.; In re Miner, 185 B.R. 362, 366

Trans Health Management Inc. v. Nunziata

159 So. 3d 850, 2014 WL 7202711

District Court of Appeal of Florida | Filed: Dec 19, 2014 | Docket: 2617340

Cited 1 times | Published

against the corporation in its corporate name,” § 607.1405(2)(e), these general rules do not apply to the

Intelsat Corp. v. MULTIVISION TV LLC

736 F. Supp. 2d 1334, 2010 U.S. Dist. LEXIS 94328, 2010 WL 3368655

District Court, S.D. Florida | Filed: Aug 24, 2010 | Docket: 2340270

Cited 1 times | Published

corporation in its corporate name." Fla. Stat. § 607.1405(2)(e). [6] A copy of this Motion was included

Selepro, Inc. v. Church

17 So. 3d 1267, 2009 Fla. App. LEXIS 14085, 2009 WL 3018149

District Court of Appeal of Florida | Filed: Sep 23, 2009 | Docket: 1969851

Cited 1 times | Published

it was simply winding up its affairs under section 607.1405(1)(a). See PBF of Fort Myers, Inc. v. D &

Sam's West, Inc. v. Sydney Silverman

Court of Appeals for the Eleventh Circuit | Filed: May 6, 2024 | Docket: 68398370

Published

Argued: Apr 17, 2024

holders according to their interests.” Id. at § 607.1405(1)(c)–(d). USCA11 Case: 23-10922 Document:

ARTHUR J. MORBURGER v. YELLOW FUNDING CORP.

District Court of Appeal of Florida | Filed: Oct 27, 2021 | Docket: 60677195

Published

the foreclosure action against him under section 607.1405, Fla. Stat. (2019). We reject this argument

NEW LIFE REHAB MEDICAL CENTER A/A/O MARIO FERNANDEZ v. MERCURY INSURANCE COMPANY OF FLORIDA

District Court of Appeal of Florida | Filed: Aug 25, 2021 | Docket: 60290977

Published

corporation continues its corporate existence. See § 607.1405(1), Fla. Stat.; Damian v. Int’l Metals Trading

Damian v. International Metals Trading & Investments, Ltd.

243 F. Supp. 3d 1308, 2017 U.S. Dist. LEXIS 41315, 2017 WL 1091936

District Court, S.D. Florida | Filed: Mar 22, 2017 | Docket: 64313399

Published

1196 (Fla. 2nd DCA 1999) (citing Fla. Stat. § 607.1405(2)(e), (f)).7 Third, district courts have found

In Re A.G.A. Flowers, Inc.

457 B.R. 884

United States Bankruptcy Court, S.D. Florida. | Filed: Apr 6, 2011 | Docket: 862848

Published

these statutes, in particular Florida Statutes § 607.1405 and Nevada Revised Statutes § 78.585. These arguments

Shenkman v. Wald

609 So. 2d 686, 1992 Fla. App. LEXIS 12058, 1992 WL 353643

District Court of Appeal of Florida | Filed: Dec 1, 1992 | Docket: 64692585

Published

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

Shenkman v. Wald

609 So. 2d 686, 1992 Fla. App. LEXIS 12058, 1992 WL 353643

District Court of Appeal of Florida | Filed: Dec 1, 1992 | Docket: 64692585

Published

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