Senate Bill sb1948c1
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Florida Senate - 2003 CS for SB 1948
By the Committee on Commerce, Economic Opportunities, and
Consumer Services; and Senator Wise
310-2480-03
1 A bill to be entitled
2 An act relating to dissolution of corporations;
3 creating s. 607.1407, F.S.; providing
4 procedures and requirements for administration
5 of unknown claims against dissolved
6 corporations; providing conditions under which
7 certain claims are barred; providing an
8 effective date.
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10 Be It Enacted by the Legislature of the State of Florida:
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12 Section 1. Section 607.1407, Florida Statutes, is
13 created to read:
14 607.1407 Unknown claims against dissolved
15 corporation.--A dissolved corporation or successor entity, as
16 defined in s. 607.1406(15), may choose to execute one of the
17 following procedures to resolve payment of unknown claims.
18 (1) A dissolved corporation or successor entity may
19 file notice of its dissolution with the Department of State on
20 the form prescribed by the Department of State and request
21 that persons with claims against the corporation which are not
22 known to the corporation or successor entity present them in
23 accordance with the notice. The notice shall:
24 (a) State the name of the corporation and the date of
25 dissolution;
26 (b) Describe the information that must be included in
27 a claim and provide a mailing address to which the claim may
28 be sent; and
29 (c) State that a claim against the corporation under
30 this subsection will be barred unless a proceeding to enforce
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Florida Senate - 2003 CS for SB 1948
310-2480-03
1 the claim is commenced within 4 years after the filing of the
2 notice.
3 (2) A dissolved corporation or successor entity may,
4 within 10 days of adopting the articles of dissolution,
5 publish a "Notice of Corporate Dissolution." The notice shall
6 appear once a week for 2 consecutive weeks in a newspaper of
7 general circulation in a county in the state wherein the
8 corporation owns real or personal property. Such newspaper
9 shall meet the requirements as are prescribed by law for such
10 purposes. The notice shall:
11 (a) State the name of the corporation and the date of
12 dissolution;
13 (b) Describe the information that must be included in
14 a claim and provide a mailing address to which the claim may
15 be sent; and
16 (c) State that a claim against the corporation under
17 this subsection will be barred unless a proceeding to enforce
18 the claim is commenced within 4 years after the filing of the
19 notice.
20 (3) If the dissolved corporation or successor entity
21 complies with subsections (1) or (2), the claim of each of the
22 following claimants is barred unless the claimant commences a
23 proceeding to enforce the claim against the dissolved
24 corporation within 4 years after the filing date:
25 (a) A claimant who did not receive written notice
26 under s. 607.1406(9), or whose claim was not provided for
27 under s. 607.1456(10), whether such claim is based on an event
28 occurring before or after the effective date of dissolution.
29 (b) A claimant whose claim was timely sent to the
30 dissolved corporation but on which no action was taken.
31 (4) A claim may be entered under this section:
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Florida Senate - 2003 CS for SB 1948
310-2480-03
1 (a) Against the dissolved corporation, to the extent
2 of its undistributed assets; or
3 (b) If the assets have been distributed in
4 liquidation, against a shareholder of the dissolved
5 corporation to the extent of such shareholder's pro rata share
6 of the claim or the corporate assets distributed to such
7 shareholder in liquidation, whichever is less, provided that
8 the aggregate liability of any shareholder of a dissolved
9 corporation arising under this section, s. 607.1406, or
10 otherwise may not exceed the amount distributed to the
11 shareholder in dissolution.
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13 Nothing in this section shall preclude or relieve the
14 corporation from its notification to claimants otherwise set
15 forth in this chapter.
16 Section 2. This act shall take effect July 1, 2003.
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18 STATEMENT OF SUBSTANTIAL CHANGES CONTAINED IN
COMMITTEE SUBSTITUTE FOR
19 Senate Bill 1948
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21 Authorizes dissolved corporations to provide notice of their
dissolution to creditors having unknown claims against the
22 corporation by filing a notice with the Department of State in
lieu of publishing a notice of corporate dissolution in a
23 newspaper, as required under the bill.
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