Florida Statutes

Fla. Stat. § 607.1422 (2025)

Reinstatement following administrative dissolution.

✓ 2025 Florida Statutes — current through the 2025 Regular Session

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607.1422 Reinstatement following administrative dissolution.—

(1) A corporation that is administratively dissolved under s. 607.1420 or that was dissolved under former s. 607.1421 before January 1, 2020, may apply to the department for reinstatement at any time after the effective date of dissolution. The corporation must submit all fees and penalties then owed by the corporation at the rates provided by law at the time the corporation applies for reinstatement, together with an application for reinstatement prescribed and furnished by the department, which is signed by both the registered agent and an officer or director of the corporation and states:

(a) The name of the corporation;

(b) The street address of the corporation’s principal office and mailing address;

(d) The corporation’s federal employer identification number or, if none, whether one has been applied for;

(e) The name, title or capacity, and address of at least one officer or director of the corporation; and

(f) Additional information that is necessary or appropriate to enable the department to carry out this chapter.

(2) In lieu of the requirement to file an application for reinstatement as described in subsection (1), an administratively dissolved corporation may submit all fees and penalties owed by the corporation at the rates provided by law at the time the corporation applies for reinstatement, together with a current annual report, signed by both the registered agent and an officer or director of the corporation, which contains the information described in subsection (1).

(3) If the department determines that an application for reinstatement contains the information required under subsection (1) or subsection (2) and that the information is correct, upon payment of all required fees and penalties, the department shall reinstate the corporation.

(4) When reinstatement under this section becomes effective:

(a) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.

(b) The corporation may operate as if the administrative dissolution had never occurred.

(c) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.

(5) The name of the dissolved corporation is not available for assumption or use by another eligible entity until 1 year 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) If the name of the dissolved corporation has been lawfully assumed in this state by another eligible entity, the department shall require the dissolved corporation to amend its articles of incorporation to change its name before accepting its application for reinstatement.

History.—s. 129, ch. 89-154; s. 157, ch. 90-179; s. 36, ch. 2003-283; s. 187, ch. 2019-90; s. 49, ch. 2020-32.

Notes of Decisions

Cited in 10 cases, 1992–2019 · leading case: Chakra 5 v. City of Miami Beach, 254 So. 3d 1056 (Fla. 3d DCA 2018).

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Chakra 5 v. City of Miami Beach, 254 So. 3d 1056 (Fla. 3d DCA 2018). · cites it 2× “(2013) (“When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as 8 if the administrative dissolution had never occurred.”

24/7 Records, Inc. v. Sony Music Ent., Inc., 566 F. Supp. 2d 305 (S.D.N.Y. 2008). “” Fla. Stat. § 607.1422 (3) (2008). The argument that 24/7’s administrative dissolution was just cause for termination of the distribution agreement is meritless.”

Bldg. B1, LLC v. Component Repair Servs., Inc., 224 So. 3d 785 (Fla. 3d DCA 2017). · cites it 2× “3d DCA 2003) (quoting § 607.1422(3), Fla. Stat. (2012)). This court further observed in Allied Roofing: The sanctions authorized for failing to file an annual report-involuntary dissolution and the inability to carry on any business, including bringing or defending a lawsuit,…”

Sibley v. Est. of Curtiss F. Sibley, 273 So. 3d 1062 (Fla. 3d DCA 2019). · cites it 5× “Charles relies for this proposition on section 607.1422, Florida Statutes (2011), which provides in pertinent part: (1) A corporation administratively dissolved under s.”

Levine v. Levine, 734 So. 2d 1191 (Fla. 2d DCA 1999). “Under section 607.1422(3), the corporation has the right to become reinstated "at any time.”

Allied Roofing Indus., Inc. v. Venegas, 862 So. 2d 6 (Fla. 3d DCA 2003). “[1] § 607.1422(2)-(3), Fla. Stat. (2003); Cosmopolitan Distribs.”

BHM Healthcare Solutions, Inc. v. URAC, Inc., 320 F. Supp. 3d 1 (D.C. Cir. 2018). “13-1 (quoting Fla. Stat. § 607.1422 (3) ); see also Am.”

Triple T., Inc. v. Jaghory, 612 So. 2d 642 (Fla. 4th DCA 1993). · cites it 2× “Even if appellee had not waived this defense, reversal is mandated by Florida’s corporate revival statute, section 607.1422, Florida Statutes (Supp.”

First Coast Restaurants, Inc. v. Vogel, 592 So. 2d 1258 (Fla. 5th DCA 1992). · cites it 2× “This interpretation is bolstered by section 607.1422(3), Florida Statutes (1991), which provides: When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its…”

Bhm Healthcare Solutions, Inc. v. Urac, Inc. (D.D.C. 2018). “13-1 (quoting Fla. Stat. § 607.1422 (3)); see also Am. 5 Compl.”

— 607.1422(2) — 1 case

Allied Roofing Indus., Inc. v. Venegas, 862 So. 2d 6 (Fla. 3d DCA 2003). “[1] § 607.1422(2)-(3), Fla. Stat. (2003); Cosmopolitan Distribs.”

— 607.1422(3) — 5 cases

Chakra 5 v. City of Miami Beach, 254 So. 3d 1056 (Fla. 3d DCA 2018). “(2013) (“When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as 8 if the administrative dissolution had never occurred.”

Bldg. B1, LLC v. Component Repair Servs., Inc., 224 So. 3d 785 (Fla. 3d DCA 2017). “3d DCA 2003) (quoting § 607.1422(3), Fla. Stat. (2012)). This court further observed in Allied Roofing: The sanctions authorized for failing to file an annual report-involuntary dissolution and the inability to carry on any business, including bringing or defending a lawsuit,…”

Levine v. Levine, 734 So. 2d 1191 (Fla. 2d DCA 1999). “Under section 607.1422(3), the corporation has the right to become reinstated "at any time.”

Sibley v. Est. of Curtiss F. Sibley, 273 So. 3d 1062 (Fla. 3d DCA 2019). “Charles relies for this proposition on section 607.1422, Florida Statutes (2011), which provides in pertinent part: (1) A corporation administratively dissolved under s.”

First Coast Restaurants, Inc. v. Vogel, 592 So. 2d 1258 (Fla. 5th DCA 1992). “This interpretation is bolstered by section 607.1422(3), Florida Statutes (1991), which provides: When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its…”

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