Florida Statutes

Fla. Stat. § 607.1406 (2025)

Known claims against dissolved corporation.

✓ 2025 Florida Statutes — current through the 2025 Regular Session

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607.1406 Known claims against dissolved corporation.—

(1) A dissolved corporation may dispose of the known claims against it by giving written notice that satisfies the requirements of subsection (2) to its known claimants at any time after the effective date of the dissolution, but no later than the date that is 270 days before the date which is 3 years after the effective date of the dissolution.

(2) The written notice must:

(a) State the name of the corporation that is the subject of the dissolution;

(b) State that the corporation is the subject of a dissolution and the effective date of the dissolution;

(d) State that a claim must be in writing and provide a mailing address where a claim may be sent;

(e) State the deadline, which may not be fewer than 120 days after the date the written notice is received by the claimant, by which the dissolved corporation must receive the claim;

(f) State that the claim will be barred if not received by the deadline;

(g) State that the dissolved corporation may make distributions thereafter to other claimants and to the dissolved corporation’s shareholders or persons interested without further notice; and

(h) Be accompanied by a copy of ss. 607.1405-607.1410.

(3) A dissolved corporation may reject, in whole or in part, a claim submitted by a claimant and received prior to the deadline specified in the written notice given pursuant to subsections (1) and (2) by mailing notice of the rejection to the claimant on or before the date that is the earlier of 90 days after the dissolved corporation receives the claim or the date that is 150 days before the date which is 3 years after the effective date of the dissolution. A rejection notice sent by the dissolved corporation pursuant to this subsection must state that the claim will be barred unless the claimant, not later than 120 days after the claimant receives the rejection notice, commences an action in the circuit court in the applicable county against the dissolved corporation to enforce the claim.

(4) A claim against the dissolved corporation is barred:

(a) If a claimant who was given written notice pursuant to subsections (1) and (2) does not deliver the claim to the dissolved corporation by the specified deadline; or

(b) If the claim was timely received by the dissolved corporation but was timely rejected by the dissolved corporation under subsection (3) and the claimant does not commence the required action in the applicable county within 120 days after the claimant receives the rejection notice.

(5)(a) For purposes of ss. 607.1401-607.1410, the term “known claims” means any claim or liability that, as of the date of the giving of the written notice contemplated by subsections (1) and (2):

1. Has matured sufficiently on or prior to the effective date of the dissolution to be legally capable of assertion against the dissolved corporation; or

2. Is unmatured as of the effective date of the dissolution but will mature in the future solely based on the passage of time.

(b) The term “known claims” does not include a claim based on an event occurring after the effective date of the dissolution or a claim that is a contingent claim.

(6) The giving of any notice pursuant to this section does not revive any claim then barred or constitute acknowledgment by the dissolved corporation that any person to whom such notice is sent is a proper claimant and does not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom such notice is sent.

History.—s. 126, ch. 89-154; s. 155, ch. 90-179; s. 37, ch. 93-281; s. 33, ch. 97-102; s. 34, ch. 2003-283; s. 5, ch. 2009-205; s. 180, ch. 2019-90; s. 48, ch. 2020-32.

Notes of Decisions

Cited in 8 cases (1 in the last 5 years), 2000–2023 · leading case: Mejia v. Ruiz, 985 So. 2d 1109 (Fla. 3d DCA 2008).

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Mejia v. Ruiz, 985 So. 2d 1109 (Fla. 3d DCA 2008). · cites it 4× “Section 607.1406 requires that known claims of dissolved corporations be handled in one of three manners.”

Diebel v. S.B. Trucking Co., 262 F. Supp. 2d 1319 (M.D. Fla. 2003). · cites it 2× “In fact, at the time of the accident at issue, which occurred on a Florida highway, and at the time this action was initiated, Jackson was operating under the trade name, S.B. Trucking. See id. This is problematic from a jurisdictional standpoint because under Florida law “a…”

Yakov Segalis v. Roof Depot USA, LLC & Billy M. Conrad & Mary Osbourne, 178 So. 3d 83 (Fla. 4th DCA 2015). · cites it 2× “Beautiful Concrete subsequently dissolved, and Roof Depot sought to hold the principals of the corporation personally liable for the judgment pursuant to section 607.1406, Florida Statutes. Segalis was listed as Beautiful Concrete’s vice president at the time it dissolved.”

Randy Williams v. Clark Sand Co., Inc., 212 So. 3d 804 (Miss. 2015). · cites it 2× “” Fla. Stat. Ann. § 607.1406 (2). Williams’s attorneys claim they had forty to fifty known claims pending against Clark Sand when the corporation filed for dissolution, and that Clark Sand never sent the law firms notice of dissolution.”

Sharaby v. KLV Gems Co., 45 So. 3d 560 (Fla. 4th DCA 2010). “11 civil theft claim against defendant but alleged conversion, unjust enrichment, fraudulent inducement, a section 607.1406 claim, civil conspiracy, and successor liability.”

Morris v. Comm'r, 2000 T.C. Memo. 381 (Tax Ct. 2000). · cites it 2× “On brief, respondent relies on Fla. Stat. Ann. secs. 607.1405(1) , 607.1406(10) , and 607.”

United States v. Juan Carlos Chavez, 2017 CIT 140 (Ct. Intl. Trade 2017). “Chavez and a CBP official signed the waiver; that CBP did not receive any written notice from CIE, pursuant to Fla. Stat. §607.1406 , informing CBP of any claims that CBP might be entitled to assert against CIE; that CIE also did not publish or file a notice of dissolution,…”

HControl Holdings LLC v. Antin Infrastructure Partners S.A.S. (Del. Ch. 2023). “303 Fla. Stat. § 607.1406 . 304 HControl Corporation filed its articles of dissolution on February 23, 2023, meaning that the 120-day period will not expire until June 23, 2023.”

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