Florida Statutes
Fla. Stat. § 607.1405 (2025)
Effect of dissolution.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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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;
(c) Discharging or making provision for discharging its liabilities;
(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;
(c) Subject its directors or officers to standards of conduct different from those prescribed in ss. 607.0801-607.0859;
(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.
Notes of Decisions
Cited in 45
cases (6 in the last 5 years), 1991–2023 · leading case: Nat'l Judgment Recovery Agency, Inc. v. Harris, 826 So. 2d 1034 (Fla. 4th DCA 2002).
Nat'l Judgment Recovery Agency, Inc. v. Harris, 826 So. 2d 1034 (Fla. 4th DCA 2002). “Section 607.1405(1), Florida Statutes (1999) authorizes a dissolved corporation to carry on business "appropriate to wind up and liquidate its business and affairs.”
Levine v. Levine, 734 So. 2d 1191 (Fla. 2d DCA 1999). “Further, dissolution of a corporation does not "[p]revent commencement of a proceeding by or against the corporation in its corporate name," or "[a]bate or suspend a proceeding pending by or against the corporation on the effective date of dissolution[.”
DGG Dev. Corp. v. Est. of Capponi, 983 So. 2d 1232 (Fla. 5th DCA 2008). “01, the Grantees argue that section 607.1405, Florida Statutes (2001), validates the deed that Mr.”
Miner v. Bay Bank & Trust Co. (In Re Miner), 185 B.R. 362 (N.D. Fla. 1995). “310 was repealed, effective July 1, 1990, and replaced by Section 607.1405. The new statute provides in pertinent part: 607.”
Asbury v. Comm'r, 2007 T.C. Memo. 53 (Tax Ct. 2007). “Respondent concedes that "petitioner is entitled to bring this action" on the basis of Fla. Stat. Ann. secs. 607.1405 and 607.”
Wilson v. Wilson Sr., 211 So. 3d 313 (Fla. 3d DCA 2017). “See § 607.1405, Fla. Stat. (2016). 3 Thus, even had the plaintiff corporations been properly dissolved, their assets would not automatically become Reverend Wilson or his estate’s assets.”
Deakter v. Menendez, 830 So. 2d 124 (Fla. 3d DCA 2002). “See § 607.1405(1)(d), Fla. Stat. (1993). Therefore, Mendelson individually became Menendez's creditor as to the 1988 notes.”
Wheeler v. Wheeler, Erwin & Fountain, Pa, 964 So. 2d 745 (Fla. 1st DCA 2007). “]" § 607.1405(1)(c), Fla. Stat. (1999); Levine, 734 So.”
Cannella v. Auto-Owners Ins. Co., 801 So. 2d 94 (Fla. 2001). “Moreover, we find that the 1989 amendments to section 607.1405 did not repeal by implication the express requirements of section 48.”
Barfield v. Sana of Jacksonville, Inc. (In Re Barfield), 261 B.R. 793 (Bankr. M.D. Fla. 2001). “The district court in Miner approved the bankruptcy court’s finding that “[u]nder Section 607.1405, title to the property of Miner Corp.”
Rosa v. Mortg. Elec. Sys., Inc., 821 F. Supp. 2d 423 (D. Mass. 2011). “" See Fla. Stat. Ann. § 607.1405 . The parties did not address the effect of this statute on their arguments.”
Stoeffler v. Castagliola, 629 So. 2d 196 (Fla. 2d DCA 1993). “Stoeffler argues that pursuant to section 607.1405(2)(g) [3] service can be made upon the registered agent of a dissolved corporation because the dissolution does not terminate the authority of the registered agent.”
— 607.1405(1) — 3 cases
Nat'l Judgment Recovery Agency, Inc. v. Harris, 826 So. 2d 1034 (Fla. 4th DCA 2002). “Section 607.1405(1), Florida Statutes (1999) authorizes a dissolved corporation to carry on business "appropriate to wind up and liquidate its business and affairs.”
Levine v. Levine, 734 So. 2d 1191 (Fla. 2d DCA 1999). “Further, dissolution of a corporation does not "[p]revent commencement of a proceeding by or against the corporation in its corporate name," or "[a]bate or suspend a proceeding pending by or against the corporation on the effective date of dissolution[.”
New Life Rehab Med. Ctr. a/a/o Mario Fernandez v. Mercury Ins. Co. of Florida (Fla. 3d DCA 2021).
— 607.1405(1)(a) — 1 case
Wong v. Gonzalez & Kennedy, Inc., 719 So. 2d 937 (Fla. 4th DCA 1998).
— 607.1405(1)(c) — 2 cases
Wheeler v. Wheeler, Erwin & Fountain, Pa, 964 So. 2d 745 (Fla. 1st DCA 2007). “]" § 607.1405(1)(c), Fla. Stat. (1999); Levine, 734 So.”
Vacation Break of Boca Raton, Inc. v. Breeden, 765 So. 2d 281 (Fla. 4th DCA 2000).
— 607.1405(1)(d) — 1 case
Deakter v. Menendez, 830 So. 2d 124 (Fla. 3d DCA 2002). “See § 607.1405(1)(d), Fla. Stat. (1993). Therefore, Mendelson individually became Menendez's creditor as to the 1988 notes.”
— 607.1405(2) — 3 cases
In Re West Lakeland Land Co. v. United States (In Re West Lakeland Land Co.), 216 B.R. 892 (Bankr. M.D. Fla. 1998).
Barfield v. Sana of Jacksonville, Inc. (In Re Barfield), 261 B.R. 793 (Bankr. M.D. Fla. 2001). “The district court in Miner approved the bankruptcy court’s finding that “[u]nder Section 607.1405, title to the property of Miner Corp.”
Vacation Break of Boca Raton, Inc. v. Breeden, 765 So. 2d 281 (Fla. 4th DCA 2000).
— 607.1405(2)(a) — 2 cases
Miner v. Bay Bank & Trust Co. (In Re Miner), 185 B.R. 362 (N.D. Fla. 1995). “310 was repealed, effective July 1, 1990, and replaced by Section 607.1405. The new statute provides in pertinent part: 607.”
Barfield v. Sana of Jacksonville, Inc. (In Re Barfield), 261 B.R. 793 (Bankr. M.D. Fla. 2001). “The district court in Miner approved the bankruptcy court’s finding that “[u]nder Section 607.1405, title to the property of Miner Corp.”
— 607.1405(2)(e) — 11 cases
Nat'l Judgment Recovery Agency, Inc. v. Harris, 826 So. 2d 1034 (Fla. 4th DCA 2002). “Section 607.1405(1), Florida Statutes (1999) authorizes a dissolved corporation to carry on business "appropriate to wind up and liquidate its business and affairs.”
Bldg. B1, LLC v. Component Repair Servs., Inc., 224 So. 3d 785 (Fla. 3d DCA 2017).
Ron's Quality Towing, Inc. v. Se. Bank of Fla., 765 So. 2d 134 (Fla. 1st DCA 2000).
Samples v. Conoco, Inc., 165 F. Supp. 2d 1303 (N.D. Fla. 2001).
Trans Health Mgmt. Inc. v. Nunziata, 159 So. 3d 850 (Fla. 2d DCA 2014).
— 607.1405(2)(g) — 3 cases
Stoeffler v. Castagliola, 629 So. 2d 196 (Fla. 2d DCA 1993). “Stoeffler argues that pursuant to section 607.1405(2)(g) [3] service can be made upon the registered agent of a dissolved corporation because the dissolution does not terminate the authority of the registered agent.”
Cannella v. Auto-Owners Ins. Co., 801 So. 2d 94 (Fla. 2001). “Moreover, we find that the 1989 amendments to section 607.1405 did not repeal by implication the express requirements of section 48.”
Polk Cty. Rand v. State Dept. Legal, 666 So. 2d 279 (Fla. 2d DCA 1996).
— 607.1405(5) — 1 case
Cannella v. Auto-Owners Ins. Co., 801 So. 2d 94 (Fla. 2001). “Moreover, we find that the 1989 amendments to section 607.1405 did not repeal by implication the express requirements of section 48.”
— 607.1405(l)(a) — 1 case
Selepro, Inc. v. Church, 17 So. 3d 1267 (Fla. 4th DCA 2009).
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