Florida Statute 607.1405 | Lawyer Caselaw & Research

The 2024 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.

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 Citing Statute 607.1405

Total Results: 20

ARTHUR J. MORBURGER v. YELLOW FUNDING CORP.

Court: Fla. Dist. Ct. App. | Date Filed: 2021-10-27T00:53:00-07:00

Snippet: foreclosure action against him under section 607.1405, Fla. Stat. (2019). We reject this argument and…2020), that the right to wind up under section 607.1405 “applies equally to corporations that are voluntarily

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

Court: Fla. Dist. Ct. App. | Date Filed: 2021-08-25T00:53:00-07:00

Snippet: corporation continues its corporate existence. See § 607.1405(1), Fla. Stat.; Damian v. Int’l Metals Trading…against the corporation in its corporate name.” § 607.1405(2)(e), Fla. Stat.; see also Allied Roofing Indus

Sibley v. Estate of Curtiss F. Sibley

Court: Fla. Dist. Ct. App. | Date Filed: 2019-04-03T00:53:00-07:00

Snippet: and liquidate its business and affairs under s. 607.1405 and notify claimants under s. 607.1406.

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

Court: Fla. Dist. Ct. App. | Date Filed: 2017-07-12T00:00:00-07:00

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

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

Wilson v. Wilson Sr.

Court: Fla. Dist. Ct. App. | Date Filed: 2017-02-15T00:00:00-08:00

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

Snippet: estate’s hands. Among other things, and as section 607.1405 of the Florida Statutes makes clear, dissolving…is, ownership, of a corporation’s assets. See § 607.1405, Fla. Stat. (2016). 3 Thus, even had… court supervision. 3 . Section 607.1405 Fla. Stat. (2016), provides: (1) A dissolved

Trans Health Management Inc. v. Nunziata

Court: Fla. Dist. Ct. App. | Date Filed: 2014-12-19T00:00:00-08:00

Citation: 159 So. 3d 850, 2014 WL 7202711

Snippet: against the corporation in its corporate name,” § 607.1405(2)(e), these general rules do not apply to the…control over the more general provisions of section 607.1405(2)(e). See, e.g., Cricket Props., LLC v.

Jones v. Pfaff

Court: Fla. Dist. Ct. App. | Date Filed: 2012-01-20T00:00:00-08:00

Citation: 77 So. 3d 884, 2012 Fla. App. LEXIS 669, 2012 WL 163915

Snippet: corporation’s business and affairs in accordance with s. 607.1405 and the notification of claimants in accordance…dissolved in accordance with the provisions of ss. 607.1405 and 607.1406.” Subsection (7) also provides that…business and affairs in accordance with” sections 607.1405 and 607.1406. On the other hand, section 607.1436…shall be dissolved in accordance with sections 607.1405 and 607.1406; it does not provide that the stay

Selepro, Inc. v. Church

Court: Fla. Dist. Ct. App. | Date Filed: 2009-09-23T00:00:00-07:00

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

Snippet: In opposition, the plaintiff relied on sections 607.1405(1) and 607.1421(3) and case law to argue that …and liquidate its business and affairs under s. 607.1405 and notify claimants under s. 607.1406." … (Fla. 3d DCA 2003) (citing §§ 607.1421(3) and 607.1405(1), Fla. Stat. (2003)). Thus, an administratively…was simply winding up its affairs under section 607.1405(1)(a). See PBF of Fort Myers, Inc. v. D &

DGG Development Corp. v. Estate of Capponi

Court: Fla. Dist. Ct. App. | Date Filed: 2008-06-20T00:53:00-07:00

Citation: 983 So. 2d 1232

Snippet: section 692.01, the Grantees argue that section 607.1405, Florida Statutes (2001), validates the deed that…was dissolved at the time. We disagree. Section 607.1405 provides that a corporation continues its corporate…accept the Grantees' contention that section 607.1405 validates a conveyance not otherwise in compliance

SEAY OUTDOOR ADVERTISING, INC. v. Locklin

Court: Fla. Dist. Ct. App. | Date Filed: 2007-09-21T00:00:00-07:00

Citation: 965 So. 2d 325

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

Wheeler v. WHEELER, ERWIN & FOUNTAIN, PA

Court: Fla. Dist. Ct. App. | Date Filed: 2007-08-14T00:53:00-07:00

Citation: 964 So. 2d 745

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

Pbf of Fort Myers v. D & K Partnership

Court: Fla. Dist. Ct. App. | Date Filed: 2004-12-21T23:53:00-08:00

Citation: 890 So. 2d 384

Snippet: affairs under s. 607.1405 and notify claimants under s. 607.1406." Section *386 607.1405(1)(a) similarly…, its counterclaim is permitted under sections 607.1405(1)(a) and 607.1421(3), Florida Statutes (2001)

Allied Roofing Industries, Inc. v. Venegas

Court: Fla. Dist. Ct. App. | Date Filed: 2003-07-16T00:53:00-07:00

Citation: 862 So. 2d 6

Snippet: winding up or liquidation. See §§ 607.1421(3); 607.1405(1), Fla. Stat. (2003); Nat'l Judgment Recovery

Deakter v. Menendez

Court: Fla. Dist. Ct. App. | Date Filed: 2002-09-04T00:00:00-07:00

Citation: 830 So. 2d 124

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

National Judgment Recovery Agency, Inc. v. Harris

Court: Fla. Dist. Ct. App. | Date Filed: 2002-07-31T00:53:00-07:00

Citation: 826 So. 2d 1034

Snippet: corporations which have been dissolved. Section 607.1405(1), Florida Statutes (1999) authorizes a dissolved…the corporation in its corporate name." § 607.1405(2)(e), Fla. Stat. (1999). A corporation which …between Vacation Break and Cygnet Homes. Section 607.1405(1), Florida Statutes (1999) allows a dissolved…the corporation's affairs. Clearly section 607.1405(1), Florida Statutes (1999) barred the lessee&

Cannella v. Auto-Owners Ins. Co.

Court: Fla. | Date Filed: 2001-11-14T23:53:00-08:00

Citation: 801 So. 2d 94

Snippet: this argument, the Cannellas rely upon section 607.1405(2)(g), Florida Statutes (1991), which, at the …addressed service of process; therefore, section 607.1405(2)(g) could not control the method of such service…Moreover, we find that the 1989 amendments to section 607.1405 did not repeal by implication the express requirements…Florida for any position with Mock. In 1992, section 607.1405(5), Florida Statutes, would have permitted the

Vacation Break of Boca Raton, Inc. v. Breeden

Court: Fla. Dist. Ct. App. | Date Filed: 2000-08-16T00:53:00-07:00

Citation: 765 So. 2d 281

Snippet: Appellant relies on section 607.1405, Florida Statutes. Pursuant to section 607.1405, a dissolved corporation…discharging of its liabilities, § 607.1405(1)(c). Subsection 607.1405(2) provides that dissolution does….1999). The issue on appeal is whether section 607.1405 modifies the requirement that a corporation, which…DCA 1968). We conclude that it does not. Section 607.1405 and section 607.1622(8) are readily harmonized… report and paying the statutory fees. Section 607.1405(2)(e) applies to the types of corporate dissolutions

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

Court: Fla. Dist. Ct. App. | Date Filed: 2000-06-22T00:53:00-07:00

Citation: 765 So. 2d 134

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

Levine v. Levine

Court: Fla. Dist. Ct. App. | Date Filed: 1999-07-02T00:53:00-07:00

Citation: 734 So. 2d 1191

Snippet: Specifically, the accountants point out that sections 607.1405(1) and 607.1421(3), Florida Statutes (1997), restrict…of this revision, the lawmakers enacted section 607.1405, Florida Statutes (1989). Contrary to prior law…on the effective date of dissolution[.]" § 607.1405(2)(e), (f), Fla. Stat. (1989). Consistent with…dissolution is not without consequence, however. Section 607.1405(1) declares that a dissolved corporation "…business set forth in subsection (1) of section 607.1405 limit a dissolved corporation's right to

Wong v. Gonzalez & Kennedy, Inc.

Court: Fla. Dist. Ct. App. | Date Filed: 1998-09-16T00:53:00-07:00

Citation: 719 So. 2d 937

Snippet: #39;s registered agent does not terminate, see § 607.1405(1)(a) & (g), 607.1421(5), Fla. *938 Stat