HB 0791 2003
1	A bill to be entitled
2	An act relating to notice of corporate dissolution;
3	amending s. 607.1406, F.S.; requiring a notice of
4	corporate dissolution to be published; providing
5	publication requirements; providing an effective date.
6
7	Be It Enacted by the Legislature of the State of Florida:
8
9	Section 1. Section 607.1406, Florida Statutes, is amended
10	to read:
11	607.1406 Claims against dissolved corporation.--
12	(1) A dissolved corporation or successor entity, as
13	defined in subsection (16)(15), may dispose of the known claims
14	against it by following the procedures described in subsections
15	(2), (3), and (4).
16	(2) The dissolved corporation or successor entity shall
17	deliver to each of its known claimants written notice of the
18	dissolution at any time after its effective date. The written
19	notice shall:
20	(a) Provide a reasonable description of the claim that the
21	claimant may be entitled to assert;
22	(b) State whether the claim is admitted or not admitted,
23	in whole or in part, and, if admitted:
24	1. The amount that is admitted, which may be as of a given
25	date; and
26	2. Any interest obligation if fixed by an instrument of
27	indebtedness;
28	(c) Provide a mailing address where a claim may be sent;
29	(d) State the deadline, which may not be fewer than 120
30	days after the effective date of the written notice, by which
31	confirmation of the claim must be delivered to the dissolved
32	corporation or successor entity;
33	(e) State that the corporation or successor entity may
34	make distributions thereafter to other claimants and the
35	corporation's shareholders or persons interested as having been
36	such without further notice.
37	(3) A dissolved corporation or successor entity may
38	reject, in whole or in part, any claim made by a claimant
39	pursuant to this subsection by mailing notice of such rejection
40	to the claimant within 90 days after receipt of such claim and,
41	in all events, at least 150 days before expiration of 3 years
42	following the effective date of dissolution. A notice sent by
43	the dissolved corporation or successor entity pursuant to this
44	subsection shall be accompanied by a copy of this section.
45	(4) A dissolved corporation or successor entity electing
46	to follow the procedures described in subsections (2) and (3)
47	shall also give notice of the dissolution of the corporation to
48	persons with claims contingent upon the occurrence or
49	nonoccurrence of future events or otherwise conditional or
50	unmatured, and request that such persons present such claims in
51	accordance with the terms of such notice. Such notice shall be
52	in substantially the form, and sent in the same manner, as
53	described in subsection (2).
54	(5) A dissolved corporation or successor entity shall
55	offer any claimant whose claim is contingent, conditional, or
56	unmatured such security as the corporation or such entity
57	determines is sufficient to provide compensation to the claimant
58	if the claim matures. The dissolved corporation or successor
59	entity shall deliver such offer to the claimant within 90 days
60	after receipt of such claim and, in all events, at least 150
61	days before expiration of 3 years following the effective date
62	of dissolution. If the claimant offered such security does not
63	deliver in writing to the dissolved corporation or successor
64	entity a notice rejecting the offer within 120 days after
65	receipt of such offer for security, the claimant is deemed to
66	have accepted such security as the sole source from which to
67	satisfy his or her claim against the corporation.
68	(6) A dissolved corporation or successor entity which has
69	given notice in accordance with subsections (2) and (4) shall
70	petition the circuit court in the county where the corporation's
71	principal office is located or was located at the effective date
72	of dissolution to determine the amount and form of security that
73	will be sufficient to provide compensation to any claimant who
74	has rejected the offer for security made pursuant to subsection
75	(5).
76	(7) A dissolved corporation or successor entity which has
77	given notice in accordance with subsection (2) shall petition
78	the circuit court in the county where the corporation's
79	principal office is located or was located at the effective date
80	of dissolution to determine the amount and form of security
81	which will be sufficient to provide compensation to claimants
82	whose claims are known to the corporation or successor entity
83	but whose identities are unknown. The court shall appoint a
84	guardian ad litem to represent all claimants whose identities
85	are unknown in any proceeding brought under this subsection. The
86	reasonable fees and expenses of such guardian, including all
87	reasonable expert witness fees, shall be paid by the petitioner
88	in such proceeding.
89	(8) Any corporation dissolving pursuant to this section
90	shall, within 10 days of adopting the articles of dissolution,
91	publish a “Notice of Corporate Dissolution.” The notice shall
92	appear once a week for 2 consecutive weeks in a newspaper of
93	general circulation in any county in the state wherein the
94	corporation owns real or personal property. Such newspaper shall
95	meet the requirements as are prescribed by law for such
96	purposes. The notice shall contain:
97	(a) The name of the corporation.
98	(b) The date the dissolution was authorized and the
99	effective date of the dissolution.
100	(c) The name and mailing address of the person to notify
101	to make a claim against the corporation.
102	(d) The deadline for notifying the corporation of the
103	claim made. This deadline may not be less than 120 days after
104	the date that the notice was first published.
105
106	Nothing in this subsection shall preclude or relieve the
107	corporation from its notification to claimants otherwise set
108	forth in this section.
109	(9)(8)The giving of any notice or making of any offer
110	pursuant to the provisions of this section shall not revive any
111	claim then barred or constitute acknowledgment by the dissolved
112	corporation or successor entity that any person to whom such
113	notice is sent is a proper claimant and shall not operate as a
114	waiver of any defense or counterclaim in respect of any claim
115	asserted by any person to whom such notice is sent.
116	(10)(9)A dissolved corporation or successor entity which
117	has followed the procedures described in subsections (2)-(7):
118	(a) Shall pay the claims admitted or made and not rejected
119	in accordance with subsection (3);
120	(b) Shall post the security offered and not rejected
121	pursuant to subsection (5);
122	(c) Shall post any security ordered by the circuit court
123	in any proceeding under subsections (6) and (7); and
124	(d) Shall pay or make provision for all other obligations
125	of the corporation or such successor entity.
126
127	Such claims or obligations shall be paid in full, and any such
128	provision for payments shall be made in full if there are
129	sufficient funds. If there are insufficient funds, such claims
130	and obligations shall be paid or provided for according to their
131	priority and, among claims of equal priority, ratably to the
132	extent of funds legally available therefor. Any remaining funds
133	shall be distributed to the shareholders of the dissolved
134	corporation; however, such distribution may not be made before
135	the expiration of 150 days from the date of the last notice of
136	rejections given pursuant to subsection (3). In the absence of
137	actual fraud, the judgment of the directors of the dissolved
138	corporation or the governing persons of such successor entity as
139	to the provisions made for the payment of all obligations under
140	paragraph (d) is conclusive.
141	(11)(10)A dissolved corporation or successor entity which
142	has not followed the procedures described in subsections (2) and
143	(3) shall pay or make reasonable provision to pay all claims and
144	obligations, including all contingent, conditional, or unmatured
145	claims known to the corporation or such successor entity and all
146	claims which are known to the dissolved corporation or such
147	successor entity but for which the identity of the claimant is
148	unknown. Such claims shall be paid in full, and any such
149	provision for payment made shall be made in full if there are
150	sufficient funds. If there are insufficient funds, such claims
151	and obligations shall be paid or provided for according to their
152	priority and, among claims of equal priority, ratably to the
153	extent of funds legally available therefor. Any remaining funds
154	shall be distributed to the shareholders of the dissolved
155	corporation.
156	(12)(11)Directors of a dissolved corporation or governing
157	persons of a successor entity which has complied with subsection
158	(10)(9) or subsection (11)(10)are not personally liable to the
159	claimants of the dissolved corporation.
160	(13)(12)A shareholder of a dissolved corporation the
161	assets of which were distributed pursuant to subsection (10)(9)
162	or subsection (11)(10)is not liable for any claim against the
163	corporation in an amount in excess of such shareholder's pro
164	rata share of the claim or the amount distributed to the
165	shareholder, whichever is less.
166	(14)(13)A shareholder of a dissolved corporation, the
167	assets of which were distributed pursuant to subsection (10)(9)
168	is not liable for any claim against the corporation on which a
169	proceeding is not begun prior to the expiration of 3 years
170	following the effective date of dissolution.
171	(15)(14)The aggregate liability of any shareholder of a
172	dissolved corporation for claims against the dissolved
173	corporation may not exceed the amount distributed to the
174	shareholder in dissolution.
175	(16)(15)As used in this section, the term "successor
176	entity" includes any trust, receivership, or other legal entity
177	governed by the laws of this state to which the remaining assets
178	and liabilities of a dissolved corporation are transferred and
179	which exists solely for the purposes of prosecuting and
180	defending suits by or against the dissolved corporation,
181	enabling the dissolved corporation to settle and close the
182	business of the dissolved corporation, to dispose of and convey
183	the property of the dissolved corporation, to discharge the
184	liabilities of the dissolved corporation, and to distribute to
185	the dissolved corporation's shareholders any remaining assets,
186	but not for the purpose of continuing the business for which the
187	dissolved corporation was organized.
188	Section 2. This act shall take effect July 1, 2003.