Florida Statute 607.1406 | Lawyer Caselaw & Research

The 2024 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1406

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.

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Amendments to 607.1406

Arrestable Offenses / Crimes under Fla. Stat. 607.1406

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1406.

Annotations, Discussions, Cases:

Cases Citing Statute 607.1406

Total Results: 8

Sibley v. Estate of Curtiss F. Sibley

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

Snippet: . 607.1405 and notify claimants under s. 607.1406. (Emphasis added). Given the fact that

Yakov Segalis v. Roof Depot USA, LLC and Billy M. Conrad and Mary Osbourne

Court: Fla. Dist. Ct. App. | Date Filed: 2015-10-21T00:00:00-07:00

Citation: 178 So. 3d 83

Snippet: personally liable for the judgment pursuant to section 607.1406, Florida Statutes. Segalis was listed as Beautiful

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: notification of claimants in accordance with s. 607.1406.” § 607.1433(2). But before the trial court takes…accordance with the provisions of ss. 607.1405 and 607.1406.” Subsection (7) also provides that “the order…affairs in accordance with” sections 607.1405 and 607.1406. On the other hand, section 607.1436(7) simply…dissolved in accordance with sections 607.1405 and 607.1406; it does not provide that the stay should be lifted

Sharaby v. KLV Gems Co.

Court: Fla. Dist. Ct. App. | Date Filed: 2010-10-20T00:00:00-07:00

Citation: 45 So. 3d 560, 2010 Fla. App. LEXIS 15809, 2010 WL 4103038

Snippet: unjust enrichment, fraudulent inducement, a section 607.1406 claim, civil conspiracy, and successor liability

Selepro, Inc. v. Church

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

Citation: 17 So. 3d 1267

Snippet: under s. 607.1405 and notify claimants under s. 607.1406." This section provides for an administratively

Mejia v. Ruiz

Court: Fla. Dist. Ct. App. | Date Filed: 2008-05-14T00:00:00-07:00

Citation: 985 So. 2d 1109, 2008 WL 2037775

Snippet: manner for liquidation of corporations. Section 607.1406 requires that known claims of dissolved corporations…That statute states, in pertinent part: Section 607.1406. Known claims against dissolved corporation (2…nor was she notified as required under section 607.1406. Appellees respond that their failure to comply…that follow the procedures set forth in section 607.1406 are given limited immunity. Conversely, those

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: under s. 607.1405 and notify claimants under s. 607.1406." Section *386 607.1405(1)(a) similarly provides

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

Court: Fla. Dist. Ct. App. | Date Filed: 1998-01-01T23:53:00-08:00

Citation: 703 So. 2d 1226

Snippet: under s. 607.1405 and notify claimants under s. 607.1406. * * * * * * (5) The administrative dissolution