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Florida Statute 607.1405 | Lawyer Caselaw & Research
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F.S. 607.1405 Case Law from Google Scholar Google Search for Amendments to 607.1405

The 2024 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 607
FLORIDA BUSINESS CORPORATION ACT
View Entire Chapter
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;
(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.

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: District Court of Appeal of Florida | Date Filed: 2021-10-27

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

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

Court: District Court of Appeal of Florida | Date Filed: 2021-08-25

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

Sibley v. Estate of Curtiss F. Sibley

Court: District Court of Appeal of Florida | Date Filed: 2019-04-03

Citation: 273 So. 3d 1062

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: District Court of Appeal of Florida | Date Filed: 2017-07-12

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: District Court of Appeal of Florida | Date Filed: 2017-02-15

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

Trans Health Management Inc. v. Nunziata

Court: District Court of Appeal of Florida | Date Filed: 2014-12-19

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

Jones v. Pfaff

Court: District Court of Appeal of Florida | Date Filed: 2012-01-20

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

Selepro, Inc. v. Church

Court: District Court of Appeal of Florida | Date Filed: 2009-09-23

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

DGG Development Corp. v. Estate of Capponi

Court: District Court of Appeal of Florida | Date Filed: 2008-06-20

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

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

SEAY OUTDOOR ADVERTISING, INC. v. Locklin

Court: District Court of Appeal of Florida | Date Filed: 2007-09-21

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

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

Wheeler v. WHEELER, ERWIN & FOUNTAIN, PA

Court: District Court of Appeal of Florida | Date Filed: 2007-08-14

Citation: 964 So. 2d 745, 2007 WL 2301268

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: District Court of Appeal of Florida | Date Filed: 2004-12-22

Citation: 890 So. 2d 384, 2004 WL 2952841

Snippet: its counterclaim is permitted under sections 607.1405(1)(a) and 607.1421(3), Florida Statutes (2001)

Allied Roofing Industries, Inc. v. Venegas

Court: District Court of Appeal of Florida | Date Filed: 2003-07-16

Citation: 862 So. 2d 6, 2003 Fla. App. LEXIS 10825, 2003 WL 21658275

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

Deakter v. Menendez

Court: District Court of Appeal of Florida | Date Filed: 2002-09-04

Citation: 830 So. 2d 124, 2002 WL 2008195

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: District Court of Appeal of Florida | Date Filed: 2002-07-31

Citation: 826 So. 2d 1034, 2002 WL 1758254

Snippet: corporations which have been dissolved. Section 607.1405(1), Florida Statutes (1999) authorizes a dissolved

Cannella v. Auto-Owners Ins. Co.

Court: Supreme Court of Florida | Date Filed: 2001-11-15

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

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

Vacation Break of Boca Raton, Inc. v. Breeden

Court: District Court of Appeal of Florida | Date Filed: 2000-08-16

Citation: 765 So. 2d 281, 2000 WL 1153971

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

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

Court: District Court of Appeal of Florida | Date Filed: 2000-06-22

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

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

Levine v. Levine

Court: District Court of Appeal of Florida | Date Filed: 1999-07-02

Citation: 734 So. 2d 1191, 1999 WL 445693

Snippet: Specifically, the accountants point out that sections 607.1405(1) and 607.1421(3), Florida Statutes (1997), restrict

Wong v. Gonzalez & Kennedy, Inc.

Court: District Court of Appeal of Florida | Date Filed: 1998-09-16

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

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