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The Florida Senate

2006 Florida Statutes

Section 607.1405, Florida Statutes 2006

607.1405  Effect of dissolution.--

(1)  A dissolved corporation continues its corporate existence but 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)  Distributing its remaining property 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, although the authorization to dissolve may provide for closing the corporation's share transfer records;

(c)  Subject its directors or officers to standards of conduct different from those prescribed in ss. 607.0801-607.0850 except as provided in s. 607.1421(4);

(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)  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.

(4)  The name of a dissolved corporation shall not be available for assumption or use by another corporation until 120 days after the effective date of dissolution unless the dissolved corporation provides the Department of State with an affidavit, executed pursuant to s. 607.0120, permitting the immediate assumption or use of the name by another corporation.

(5)  For purposes of this section, the circuit court may appoint a trustee 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.