Florida Senate - 2019                        COMMITTEE AMENDMENT
       Bill No. SB 892
       
       
       
       
       
       
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                              LEGISLATIVE ACTION                        
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       The Committee on Commerce and Tourism (Stewart) recommended the
       following:
       
    1         Senate Amendment 
    2  
    3         Delete lines 9317 - 9413
    4  and insert:
    5  corporation.—
    6         (1) A dissolved corporation or successor entity, as defined
    7  in s. 607.1406(15), may choose to execute one of the following
    8  procedures to resolve any claims other than known payment of
    9  unknown claims:.
   10         (a)(1) A dissolved corporation or successor entity may file
   11  notice of its dissolution with the department of State on the
   12  form prescribed by the department of State and request that
   13  persons with claims against the corporation which are not known
   14  to the dissolved corporation or successor entity present them in
   15  accordance with the notice. The notice must shall:
   16         1.(a) State the name of the corporation that is the subject
   17  of the and the date of dissolution;
   18         2.(b)State that the corporation is the subject of a
   19  dissolution and the effective date of the dissolution Describe
   20  the information that must be included in a claim and provide a
   21  mailing address to which the claim may be sent; and
   22         3. Specify the information that must be included in a
   23  claim;
   24         4. State that a claim must be in writing and provide a
   25  mailing address where a claim may be sent; and
   26         5.(c) State that a claim against the corporation under this
   27  subsection will be barred unless a proceeding to enforce the
   28  claim is commenced within 4 years after the filing of the
   29  notice.
   30         (b)(2) A dissolved corporation or successor entity may,
   31  within 10 days after filing articles of dissolution with the
   32  department of State, publish a “Notice of Corporate
   33  Dissolution.” The notice shall appear once a week for 2
   34  consecutive weeks in a newspaper of general circulation in a
   35  county in the state in which the corporation has its principal
   36  office, if any, or, if none, in a county in the state in which
   37  the corporation owns real or personal property. Such newspaper
   38  shall meet the requirements as are prescribed by law for such
   39  purposes. The notice must shall:
   40         1.State the name of the corporation that is the subject of
   41  the dissolution;
   42         2.State that the corporation is the subject of a
   43  dissolution and the effective date of the dissolution;
   44         3.Specify the information that must be included in the
   45  claim;
   46         4.State that a claim must be in writing and provide a
   47  mailing address where a claim may be sent; and
   48         5.State that a claim against the corporation under this
   49  subsection will be barred unless a proceeding to enforce the
   50  claim is commenced within 4 years after the date of the second
   51  consecutive weekly publication of the notice authorized by this
   52  section.
   53         (a) State the name of the corporation and the date of
   54  dissolution;
   55         (b) Describe the information that must be included in a
   56  claim and provide a mailing address to which the claim may be
   57  sent; and
   58         (c) State that a claim against the corporation under this
   59  subsection will be barred unless a proceeding to enforce the
   60  claim is commenced within 4 years after the date of the second
   61  consecutive weekly publication of the notice authorized by this
   62  section.
   63         (2)(3) If the dissolved corporation or successor entity
   64  complies with paragraph (1)(a) or paragraph (1)(b) subsection
   65  (1) or subsection (2), unless sooner barred by another statute
   66  limiting actions, the claim of each of the following claimants
   67  with known or other claims is barred unless the claimant
   68  commences a proceeding to enforce the claim against the
   69  dissolved corporation within 4 years after the date of filing
   70  the notice with the department of State or the date of the
   71  second consecutive weekly publication, as applicable:
   72         (a) A claimant who did not receive written notice under s.
   73  607.1406 s. 607.1406(9), or whose claim was not provided for
   74  under s. 607.1406(10), whether such claim is based on an event
   75  occurring before or after the effective date of dissolution.
   76         (b) A claimant whose claim was timely sent to the dissolved
   77  corporation but on which no action was taken by the dissolved
   78  corporation.
   79         (c) A claimant whose claim is not a known claim under s.
   80  607.1406(5)
   81         (4) A claim may be entered under this section:
   82         (a) Against the dissolved corporation, to the extent of its
   83  undistributed assets; or
   84         (b) If the assets have been distributed in liquidation,
   85  against a shareholder of the dissolved corporation to the extent
   86  of such shareholder’s pro rata share of the claim or the
   87  corporate assets distributed to such shareholder in liquidation,
   88  whichever is less, provided that the aggregate liability of any
   89  shareholder of a dissolved corporation arising under this
   90  section, s. 607.1406, or otherwise may not exceed the amount
   91  distributed to the shareholder in dissolution.
   92         (3) Nothing in this section shall preclude or relieve the
   93  corporation from its notification to claimants otherwise set
   94  forth in this chapter.
   95         Section 181. Section 607.1408, Florida Statutes, is created
   96  to read:
   97         607.1408 Claims against dissolved corporations;
   98  enforcement.—A claim that is not barred by s. 607.1406(4), by s.
   99  607.1407(2), or by another statute limiting actions may be
  100  enforced:
  101         (1) Against the dissolved corporation, to the extent of its
  102  undistributed assets; or
  103         (2) Except as provided in s. 607.1409(4), if the assets
  104  have been distributed in liquidation, against a shareholder of
  105  the dissolved corporation to the extent of the shareholder’s pro
  106  rata share of the claim or the corporate assets distributed to
  107  the shareholder in liquidation, whichever is less, provided that
  108  the aggregate liability of any shareholder of a dissolved
  109  corporation arising under s. 607.1406, under s. 607.1407, or
  110  otherwise may not exceed the total amount of assets distributed
  111  to the shareholder in dissolution.
  112         Section 182. Section 607.1409, Florida Statutes, is created
  113  to read:
  114         607.1409 Court proceedings.—
  115         (1) A dissolved corporation that has filed a notice under
  116  s. 607.1407(1)(a) or published a notice under s. 607.1407(1)(b)
  117  may file an application with the circuit court in