CORPORATE DISSOLUTION PACKAGE
STATE OF FLORIDA
Electronic Version
STATUTORY REFERENCE
FLORIDA STATUTES, §§607.1401-607.1406
FORMS AND INSTRUCTIONS TO DISSOLVE A
FLORIDA CORPORATION
Download the forms by clicking the link below, or copying the link into the address window of your web browser.
http://www.uslegalforms.com/dissolution/FL/FL-Diss.pdf
The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely
circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from
http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy.
* * *
Once you have downloaded these forms, look them over. You may or may not need to use
each form. You will be instructed on which form(s) to use below.
The downloaded materials consist of five pages:
(1) Instructions,
(2) Cover Letter,
(3) Articles of Dissolution pursuant to 607.1401 [corp. has either not commenced
business or not issued shares, or done neither] ,
(4) Articles of Dissolution pursuant to 607.1403 [corp. has commenced business and
issued shares] , and
(5) Notice of Corporate Dissolution [optional with Dissolution pursuant to 607.1403]
INSTRUCTIONS FOR USING THE DOWNLOADED FORMS
There are two ways to dissolve a Florida corporation:
I. A majority of the Incorporators or Directors may dissolve the corporation
if the corporation HAS NOT issued any shares or has not commenced
business (or has not done both).
II. The corporation may be dissolved by a vote of a majority of the
shareholders of the corporation upon recommendation of the Board of
Directors or upon the written consent of the shareholders without any
action by the Board of Directors.
I. DISSOLUTION BY THE INCORPORATORS OR DIRECTORS
1. If the corporation has not issued shares or not commenced business (or done
neither), then that corporation may be dissolved by the Incorporators or by the
Directors by the filing of Articles of Dissolution pursuant to 607.1401 .
[IF THE CORPORATION HAS ISSUED SHARES OR COMMENCED
BUSINESS, GO TO ITEM II . BELOW.]
2. Instructions to complete Articles of Dissolution pursuant to 607.1401 :
This form MUST be legibly printed or typed.
FIRST: Provided the EXACT name of the corporation as it appears on the
records of the Department of State.
SECOND: Provide the document number of the corporation, if you know
it.
THIRD: Provide the date on which the Articles of Incorporation were
filed.
FOURTH: Indicate whether none of the corporation's shares have been
issued or that the corporation has not commenced business. SELECT
ONLY ONE OF THESE CHOICES.
FIFTH and SIXTH: There is nothing to add to these sections.
SEVENTH: Indicate whether the dissolution was authorized by a majority
of the Incorporators or by a majority of the Directors.
Date and sign.
Type or print the name and title of the person signing the Articles.
Complete the Cover Letter to send with the Articles of Dissolution
pursuant to 607.1401 .
File the original and one copy of the Articles of Dissolution.
The filing fee is $35.00.
If you have any questions about the forms, call the Division of
Corporations at (850) 254-6050.
3. Mail the original and one copy of the Articles of Dissolution, along with the
filing fee of $35.00 (make check payable to Florida Department of State) to:
Amendment Section
Division of Corporations
Post Office Box 6327
Tallahassee, FL 32314
Telephone: (850) 254-6050
4. The corporation is dissolved upon the effective date of the filing of its Articles
of Dissolution.
5. Wind up the business of the corporation as described under III ., below.
II. DISSOLUTION BY THE BOARD OF DIRECTORS AND SHAREHOLDERS
OR BY WRITTEN CONSENT OF THE SHAREHOLDERS
1. The Board of Directors may propose to the shareholders that the corporation
be dissolved. For a proposal to dissolve to be adopted by the shareholders, the
proposal MUST be recommended by the Board. The Board may determine
that there is a conflict of interest or that other special circumstances exist and
that it should make no recommendation regarding dissolution. In that event,
the decision of the Board to make no recommendation and the reasons for that
decision should be communicated to the shareholders.
SEE FORM 1 - RESOLUTION OF BOARD REGARDING
DISSOLUTION OF THE CORPORATION
2. EVERY shareholder must be notified of a shareholder's meeting to consider
dissolving the corporation.
SEE FORM 2 - NOTICE OF SPECIAL MEETING
3. Unless the Board of Directors or the Articles of Incorporation require a greater
vote, the Resolution of the Board must be approved by a majority of the
shareholders.
4. In the alternative, the shareholders may, without action of the Board, agree by
written consent to dissolve the corporation.
SEE FORM 3 - WRITTEN CONSENT OF SHAREHOLDERS
5. Once the decision to dissolve the corporation has been made and approved,
then you must file Articles of Dissolution pursuant to 607.1403 .
6. Instructions to complete Articles of Dissolution pursuant to 607.1403 :
This form MUST be legibly printed or typed.
FIRST: Provided the EXACT name of the corporation as it appears on the
records of the Department of State.
SECOND: Provide the document number of the corporation, if you know
it.
THIRD: Provide the date on which the dissolution was authorized, and the
effective date of dissolution if you do not want the dissolution to take
effect upon filing (a maximum delay of 90 days after filing is allowed).
FOURTH: Indicate if the dissolution was approved by the votes of a
sufficient number of shareholders for approval OR if the dissolution was
approved through voting groups. If the dissolution was approved by
voting groups, provided the name (s) of the voting group. SELECT
ONLY ONE OF THESE CHOICES.
Date and sign.
Type or print the name and title of the person signing the Articles.
Complete the Cover Letter to send with the Articles of Dissolution
pursuant to 607.1403 .
File the original and one copy of the Articles of Dissolution. We suggest
you complete and include the Notice of Corporate Dissolution (for
unknown claims) , but its inclusion is optional.
The filing fee is $35.00.
If you have any questions about the forms, call the Division of Corporations at
(850) 487-6050.
7. Mail the Cover Letter, and one original and one copy of the Articles of
Dissolution pursuant to 607.1403 (and the Notice of Corporate Dissolution, if
included), along with the filing fee of $35.00 (make check payable to Florida
Department of State) to:
Amendment Section
Division of Corporations
Post Office Box 6327
Tallahassee, FL 32314
Telephone: (850) 487-6050,
8. The corporation is dissolved upon the effective date of the filing of its Articles
of Dissolution (unless another date is specified).
III. EFFECT OF DISSOLUTION
1. A dissolved corporation continues its corporate existence ONLY to wind up
and liquidate its business and affairs. This process includes:
Collecting assets.
Disposing of property, which will not be distributed in kind to
shareholders.
Discharging or making provision for discharging liabilities.
Distributing any remaining property among shareholders;
Any other act necessary to wind up and liquidate the business and affairs
of the corporation.
2. Dissolution of a corporation does not :
Transfer title to the corporation's property;
Prevent transfer of the corporation's shares or securities.
Change the standards to which the corporation's directors or officers are to
comply.
Change quorum or voting requirements for the board of directors or
shareholders, provisions for selection, resignation, or removal of its
directors or officers or both, or provisions for amending its bylaws.
Prevent the commencement of any proceeding by or against the
corporation.
Abate or suspend any proceeding pending by or against the corporation on
the effective date of dissolution.
Terminate the authority of the registered agent of the corporation.
3. As distinguished from a corporation which is not dissolved, the directors,
officers, and agents of a dissolved corporation do not incur any personal
liability by reason of their status as directors, officers, and agents of a
dissolved corporation.
IV. CLAIMS AGAINST A DISSOLVED CORPORATION
A dissolved corporation may dispose of the known claims against it by following
these procedures:
1. The dissolved corporation shall deliver to each of its known claimants written
notice of the dissolution. The written notice shall :
Provide a reasonable description of the claim.
State whether the claim is admitted or not admitted, totally or partially. If
the claim is admitted, then the notice shall state the amount admitted, the
interest obligation, if any, and
Provide a mailing address where a claim may be sent.
State a deadline, not less than 120 days after the effective date of the
notice, by which confirmation of the claim must be received.
State that the dissolved corporation may make distributions, after the
noticed deadline, to other claimants and/or to shareholders or other
interested persons without further notice.
SEE FORM 4 - NOTICE TO CLAIMANTS (With Required Attachment
of §607.1406 of the Florida Statutes)
2. A dissolved may totally or partially reject any claim made by a claimant. If a
claim is rejected, notice of the rejection must be mailed to the claimant within
90 days after receipt of such claim and, "…in all events, at least 150 days
before expiration of three years following the effective date of dissolution…."
SEE FORM 5 - NOTICE OF REJECTION OF CLAIM
3. A dissolved corporation which wishes to dispose of claims against must also
give notice of the dissolution of the corporation to persons with claims which
are contingent, conditional, or unmatured.
SEE FORM 6 - NOTICE TO CLAIMANTS: CONTINGENT,
CONDITIONAL, AND UNMATURED CLAIMS (With Required
Attachment of §607.1406 of the Florida Statutes)
4. A dissolved corporation must offer any claimant whose claim is contingent,
conditional, or unmatured such security as the corporation determines is
sufficient to provide compensation to the claimant if the claim matures. The
dissolved corporation shall deliver such offer to the claimant within 90 days
after receipt of such claim and, "…in all events, at least 150 days before
expiration of three years following the effective date of dissolution…." If the
claimant offered security does not reject the offer in writing within 120 days
after receipt of the offer for security, "…the claimant is deemed to have
accepted such security as the sole source from which to satisfy his or her
claim against the corporation."
SEE FORM 7 - OFFER OF SECURITY FOR CLAIM
5. A dissolved corporation or successor entity which has given notice as set out
above for claims which are NOT contingent, conditional, or unmatured
claims, "…shall petition the circuit court in the county where the corporation's
principal office is located or was located at the effective date of dissolution to
determine the amount and form of security that will be sufficient to provide
compensation to any claimant who has rejected the offer for security…."
6. A dissolved corporation or successor entity which has given notice as set out
above for contingent, conditional, or unmatured claims "…shall petition the
circuit court in the county where the corporation's principal office is located or
was located at the effective date of dissolution to determine the amount and
form of security which will be sufficient to provide compensation to claimants
whose claims are known to the corporation …but whose identities are
unknown. The court shall appoint a guardian ad litem to represent all
claimants whose identities are unknown …."
7. The giving of the notice or making of an offer DOES NOT revive any
claim that has been barred and it DOES NOT evidence that any claimant
to whom a notice is sent is a proper claimant. The notice IS NOT a
waiver of any defense or counterclaim with respect to any claim.
8. A dissolved corporation which follows the statutory procedures for disposing
of claims against the corporation:
MUST pay the claims admitted or made and not rejected.
MUST post the security offered and not rejected.
MUST post any security ordered by the circuit court.
MUST pay or make provision for all other obligations of the corporation.
9. If there are sufficient corporate assets, then all valid claims and obligations
shall be paid in full. Likewise, if there are provisions to provide security for
contingent, conditional, or unmatured claims, the provision for security must
be made in full if assets are available. If there are insufficient assets, the
claims and obligations are to be paid in the order of priority. If there are
claims of equal priority, then they shall be paid pro-rata.
If, after claims have been paid and provisions for claims have been made, and
there are assets remaining, those assets may be distributed to the shareholders.
NO DISTRIBUTIONS TO SHAREHOLDERS CAN BE MADE
BEFORE 150 DAYS FROM THE DATE OF THE LAST NOTICE OF
REJECTIONS.
In the absence of actual fraud, the judgment of the dissolved as to the
provisions made for the payment of all obligations (except as provided by the
Circuit Court) is conclusive.
10. A dissolved corporation which has not followed the statutory procedures
regarding notice to claimants and notice of rejection of claims must make
reasonable provision to pay all claims and obligation, including contingent,
conditional, or unmatured claims. Claims shall be paid in full if assets allow.
If there are insufficient assets, the claims and obligations are to be paid in the
order of priority. If there are claims of equal priority, then they shall be paid
pro-rata. If, after claims have been paid and provisions for claims have been
made, and there are assets remaining, those assets may be distributed to the
shareholders.
11. Directors of a dissolved corporation which has complied with the statutory
procedures as set out above, are not personally liable to the claimants of the
dissolved corporation.
12. A shareholder of a dissolved corporation which has complied with the
statutory procedures as set out above is not personally liable to the claimants
of the dissolved corporation. IN AN AMOUNT IN EXCESS OF THE
SHAREHOLDER'S PRO RATA SHARE OF THE CLAIM OR THE
AMOUNT, IF ANY, DISTRIBUTED TO THE SHAREHOLDER,
WHICHEVER IS LESS.
13. If a shareholder of a dissolved corporation whose assets have been distributed
pursuant to the statutory procedure regarding the various notices to claimants
is not liable for any claim against the corporation on which is not begun prior
to the expiration of 3 years following the effective date of dissolution.
14. The aggregate liability of any shareholder of a dissolved corporation for
claims against the dissolved corporation may not exceed the amount
distributed to the shareholder in dissolution.
Disclaimer: If you are not an attorney, you are advised to seek the advice of an
attorney for all serious legal matters. The information and forms contained
herein are not legal advice and are not to be construed as such. Although the
information contained herein is believed to be correct, no warranty of fitness
or any other warranty shall apply. All use is subject to the U.S. Legal Forms,
Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm
FORM 1
RESOLUTION OF
BOARD OF DIRECTORS
RESOLUTION OF THE DIRECTORS
OF
_________________________________
Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of
_________________________________________________________, a Florida corporation,
upon motion duly made and seconded, the following resolution was adopted by a majority of the
Directors present in person entitled to vote thereon:
RESOLVED by the Directors of the Corporation as follows:
______________________________________________________________________________
______________________________________________________________________________
Dated this the ______ day of _____________________________, 20___.
_____________________________________
Director
_____________________________________
Director
_____________________________________
Director
Attest:
_____________________________________
Secretary
SEE FORM 2
NOTICE OF SPECIAL MEETING
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF
_______________________________________
Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of
__________________________________________________________, a Florida corporation is
called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following
address:
___________________________________________
___________________________________________
___________________________________________
The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve
Corporation heretofore adopted by the Board of Directors.
This Notice given on this the _________ day of ___________, 20___, by the Secretary of the
Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this
Notice to the address of each shareholder on the records of the Corporation at least 10 days prior
to such special meeting.
__________________________
Secretary
FORM 3
WRITTEN CONSENT OF THE
STOCKHOLDERS
WRITTEN CONSENT OF THE STOCKHOLDERS
OF
_________________________________
The undersigned, being all the shareholders of _______________________________________,
a Florida corporation, hereby consent to the dissolution of the corporation.
Dated this the ______ day of ______________________________, 20___.
____________________________________
Shareholder
____________________________________
Shareholder
____________________________________
Shareholder
FORM 4
NOTICE TO CLAIMANTS
NOTICE TO CLAIMANT
You are hereby notified that on the _____day of _____________________________, 20 _____,
___________________________________________________________, a Florida corporation,
filed Articles of Dissolution with the Department of State.
You may be able to assert the following claim against the corporation (describe claim):
______________________________________________________________________________
______________________________________________________________________________
Your claim is _____ NOT ADMITTED
_____ ADMITTED IN THE AMOUNT OF $______________________
AS OF THE _____ DAY OF ______________, 20 _____.
There _____ IS NOT _____ IS an interest obligation due in connection with you claim.
You have 120 days from the date of receipt of this Notice to submit your claim to the
corporation. Claims must be sent to: ________________________________________________
______________________________________________________________________________
______________________________________________________________________________
YOU MUST MAIL CONFIRMATION OF YOUR CLAIM TO THE CORPORATION. AT
THE CONCLUSION OF THE TIME ALLOWED FOR THE CONFIRMATION OF CLAIMS,
THE CORPORATION MAY MAKE DISTRIBUTIONS TO OTHER CLAIMANTS,
SHAREHOLDERS, OR OTHER PERSONS IN INTEREST.
Name of Corporation: ___________________________________________________________
By: _________________________________________________________________________
Title: ___________________________________ Date: _______________________________
See Enclosed Copy of Florida Statutes, §607.1406.
Florida Statutes, §607.1406 Claims against dissolved corporation.--
(1) A dissolved corporation or successor entity, as defined in subsection (15), may dispose of the
known claims against it by following the procedures described in subsections (2), (3), and (4).
(2) The dissolved corporation or successor entity shall deliver to each of its known claimants
written notice of the dissolution at any time after its effective date. The written notice shall:
(a) Provide a reasonable description of the claim that the claimant may be entitled to
assert;
(b) State whether the claim is admitted or not admitted, in whole or in part, and, if
admitted:
1. The amount that is admitted, which may be as of a given date; and
2. Any interest obligation if fixed by an instrument of indebtedness;
(c) Provide a mailing address where a claim may be sent;
(d) State the deadline, which may not be fewer than 120 days after the effective date of
the written notice, by which confirmation of the claim must be delivered to the dissolved
corporation or successor entity;
(e) State that the corporation or successor entity may make distributions thereafter to
other claimants and the corporation's shareholders or persons interested as having been
such without further notice.
(3) A dissolved corporation or successor entity may reject, in whole or in part, any claim made
by a claimant pursuant to this subsection by mailing notice of such rejection to the claimant
within 90 days after receipt of such claim and, in all events, at least 150 days before expiration of
3 years following the effective date of dissolution. A notice sent by the dissolved corporation or
successor entity pursuant to this subsection shall be accompanied by a copy of this section.
(4) A dissolved corporation or successor entity electing to follow the procedures described in
subsections (2) and (3) shall also give notice of the dissolution of the corporation to persons with
claims contingent upon the occurrence or nonoccurrence of future events or otherwise
conditional or unmatured, and request that such persons present such claims in accordance with
the terms of such notice. Such notice shall be in substantially the form, and sent in the same
manner, as described in subsection (2).
(5) A dissolved corporation or successor entity shall offer any claimant whose claim is
contingent, conditional, or unmatured such security as the corporation or such entity determines
is sufficient to provide compensation to the claimant if the claim matures. The dissolved
corporation or successor entity shall deliver such offer to the claimant within 90 days after
receipt of such claim and, in all events, at least 150 days before expiration of 3 years following
the effective date of dissolution. If the claimant offered such security does not deliver in writing
to the dissolved corporation or successor entity a notice rejecting the offer within 120 days after
receipt of such offer for security, the claimant is deemed to have accepted such security as the
sole source from which to satisfy his or her claim against the corporation.
(6) A dissolved corporation or successor entity which has given notice in accordance with
subsections (2) and (4) shall petition the circuit court in the county where the corporation's
principal office is located or was located at the effective date of dissolution to determine the
amount and form of security that will be sufficient to provide compensation to any claimant who
has rejected the offer for security made pursuant to subsection (5).
(7) A dissolved corporation or successor entity which has given notice in accordance with
subsection (2) shall petition the circuit court in the county where the corporation's principal
office is located or was located at the effective date of dissolution to determine the amount and
form of security which will be sufficient to provide compensation to claimants whose claims are
known to the corporation or successor entity but whose identities are unknown. The court shall
appoint a guardian ad litem to represent all claimants whose identities are unknown in any
proceeding brought under this subsection. The reasonable fees and expenses of such guardian,
including all reasonable expert witness fees, shall be paid by the petitioner in such proceeding.
(8) The giving of any notice or making of any offer pursuant to the provisions of this section
shall not revive any claim then barred or constitute acknowledgment by the dissolved
corporation or successor entity that any person to whom such notice is sent is a proper claimant
and shall not operate as a waiver of any defense or counterclaim in respect of any claim asserted
by any person to whom such notice is sent.
(9) A dissolved corporation or successor entity which has followed the procedures described in
subsections (2)-(7):
(a) Shall pay the claims admitted or made and not rejected in accordance with subsection
(3);
(b) Shall post the security offered and not rejected pursuant to subsection (5);
(c) Shall post any security ordered by the circuit court in any proceeding under
subsections (6) and (7); and
(d) Shall pay or make provision for all other obligations of the corporation or such
successor entity.
Such claims or obligations shall be paid in full, and any such provision for payments shall be
made in full if there are sufficient funds. If there are insufficient funds, such claims and
obligations shall be paid or provided for according to their priority and, among claims of equal
priority, ratably to the extent of funds legally available therefor. Any remaining funds shall be
distributed to the shareholders of the dissolved corporation; however, such distribution may not
be made before the expiration of 150 days from the date of the last notice of rejections given
pursuant to subsection (3). In the absence of actual fraud, the judgment of the directors of the
dissolved corporation or the governing persons of such successor entity as to the provisions made
for the payment of all obligations under paragraph (d) is conclusive.
(10) A dissolved corporation or successor entity which has not followed the procedures
described in subsections (2) and (3) shall pay or make reasonable provision to pay all claims and
obligations, including all contingent, conditional, or unmatured claims known to the corporation
or such successor entity and all claims which are known to the dissolved corporation or such
successor entity but for which the identity of the claimant is unknown. Such claims shall be
paid in full, and any such provision for payment made shall be made in full if there are sufficient
funds. If there are insufficient funds, such claims and obligations shall be paid or provided for
according to their priority and, among claims of equal priority, ratably to the extent of funds
legally available therefor. Any remaining funds shall be distributed to the shareholders of the
dissolved corporation.
(11) Directors of a dissolved corporation or governing persons of a successor entity which has
complied with subsection (9) or subsection (10) are not personally liable to the claimants of the
dissolved corporation.
(12) A shareholder of a dissolved corporation the assets of which were distributed pursuant to
subsection (9) or subsection (10) is not liable for any claim against the corporation in an amount
in excess of such shareholder's pro rata share of the claim or the amount distributed to the
shareholder, whichever is less.
(13) A shareholder of a dissolved corporation, the assets of which were distributed pursuant to
subsection (9) is not liable for any claim against the corporation on which a proceeding is not
begun prior to the expiration of 3 years following the effective date of dissolution.
(14) The aggregate liability of any shareholder of a dissolved corporation for claims against the
dissolved corporation may not exceed the amount distributed to the shareholder in dissolution.
(15) As used in this section, the term "successor entity" includes any trust, receivership, or other
legal entity governed by the laws of this state to which the remaining assets and liabilities of a
dissolved corporation are transferred and which exists solely for the purposes of prosecuting and
defending suits by or against the dissolved corporation, enabling the dissolved corporation to
settle and close the business of the dissolved corporation, to dispose of and convey the property
of the dissolved corporation, to discharge the liabilities of the dissolved corporation, and to
distribute to the dissolved corporation's shareholders any remaining assets, but not for the
purpose of continuing the business for which the dissolved corporation was organized.
FORM 5
NOTICE OF REJECTION OF CLAIM
NOTICE OF REJECTION OF CLAIM
You are hereby notified that on the _____day of _____________________________, 20 _____,
___________________________________________________________, a Florida corporation,
rejected all or part of the claim you submitted to the corporation.
_____ ALL OF YOUR CLAIM WAS REJECTED.
_____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was
rejected is:
______________________________________________________________________________
______________________________________________________________________________
Name of Corporation: ___________________________________________________________
By: _________________________________________________________________________
Title: ___________________________________ Date: _______________________________
FORM 6
NOTICE TO CLAIMANTS
NOTICE TO CLAIMANTS
You are hereby notified that on the _____day of _____________________________, 20 _____,
___________________________________________________________, a Florida corporation,
filed Articles of Dissolution with the Department of State.
You may be able to assert the following claim against the corporation (describe claim):
______________________________________________________________________________
______________________________________________________________________________
Your claim is _____ NOT ADMITTED
_____ ADMITTED IN THE AMOUNT OF $______________________
AS OF THE _____ DAY OF ______________, 20 _____.
There _____ IS NOT _____ IS an interest obligation due in connection with you claim.
You have 120 days from the date of receipt of this Notice to submit your claim to the
corporation. Claims must be sent to: ________________________________________________
______________________________________________________________________________
______________________________________________________________________________
YOU MUST MAIL CONFIRMATION OF YOUR CLAIM TO THE CORPORATION. AT
THE CONCLUSION OF THE TIME ALLOWED FOR THE CONFIRMATION OF CLAIMS,
THE CORPORATION MAY MAKE DISTRIBUTIONS TO OTHER CLAIMANTS,
SHAREHOLDERS, OR OTHER PERSONS IN INTEREST.
Name of Corporation: ___________________________________________________________
By: _________________________________________________________________________
Title: ___________________________________ Date: _______________________________
See Enclosed Copy of Florida Statutes, §607.1406.
Florida Statutes, §607.1406 Claims against dissolved corporation.--
(1) A dissolved corporation or successor entity, as defined in subsection (15), may dispose of the
known claims against it by following the procedures described in subsections (2), (3), and (4).
(2) The dissolved corporation or successor entity shall deliver to each of its known claimants
written notice of the dissolution at any time after its effective date. The written notice shall:
(a) Provide a reasonable description of the claim that the claimant may be entitled to
assert;
(b) State whether the claim is admitted or not admitted, in whole or in part, and, if
admitted:
1. The amount that is admitted, which may be as of a given date; and
2. Any interest obligation if fixed by an instrument of indebtedness;
(c) Provide a mailing address where a claim may be sent;
(d) State the deadline, which may not be fewer than 120 days after the effective date of
the written notice, by which confirmation of the claim must be delivered to the dissolved
corporation or successor entity;
(e) State that the corporation or successor entity may make distributions thereafter to
other claimants and the corporation's shareholders or persons interested as having been
such without further notice.
(3) A dissolved corporation or successor entity may reject, in whole or in part, any claim made
by a claimant pursuant to this subsection by mailing notice of such rejection to the claimant
within 90 days after receipt of such claim and, in all events, at least 150 days before expiration of
3 years following the effective date of dissolution. A notice sent by the dissolved corporation or
successor entity pursuant to this subsection shall be accompanied by a copy of this section.
(4) A dissolved corporation or successor entity electing to follow the procedures described in
subsections (2) and (3) shall also give notice of the dissolution of the corporation to persons with
claims contingent upon the occurrence or nonoccurrence of future events or otherwise
conditional or unmatured, and request that such persons present such claims in accordance with
the terms of such notice. Such notice shall be in substantially the form, and sent in the same
manner, as described in subsection (2).
(5) A dissolved corporation or successor entity shall offer any claimant whose claim is
contingent, conditional, or unmatured such security as the corporation or such entity determines
is sufficient to provide compensation to the claimant if the claim matures. The dissolved
corporation or successor entity shall deliver such offer to the claimant within 90 days after
receipt of such claim and, in all events, at least 150 days before expiration of 3 years following
the effective date of dissolution. If the claimant offered such security does not deliver in writing
to the dissolved corporation or successor entity a notice rejecting the offer within 120 days after
receipt of such offer for security, the claimant is deemed to have accepted such security as the
sole source from which to satisfy his or her claim against the corporation.
(6) A dissolved corporation or successor entity which has given notice in accordance with
subsections (2) and (4) shall petition the circuit court in the county where the corporation's
principal office is located or was located at the effective date of dissolution to determine the
amount and form of security that will be sufficient to provide compensation to any claimant who
has rejected the offer for security made pursuant to subsection (5).
(7) A dissolved corporation or successor entity which has given notice in accordance with
subsection (2) shall petition the circuit court in the county where the corporation's principal
office is located or was located at the effective date of dissolution to determine the amount and
form of security which will be sufficient to provide compensation to claimants whose claims are
known to the corporation or successor entity but whose identities are unknown. The court shall
appoint a guardian ad litem to represent all claimants whose identities are unknown in any
proceeding brought under this subsection. The reasonable fees and expenses of such guardian,
including all reasonable expert witness fees, shall be paid by the petitioner in such proceeding.
(8) The giving of any notice or making of any offer pursuant to the provisions of this section
shall not revive any claim then barred or constitute acknowledgment by the dissolved
corporation or successor entity that any person to whom such notice is sent is a proper claimant
and shall not operate as a waiver of any defense or counterclaim in respect of any claim asserted
by any person to whom such notice is sent.
(9) A dissolved corporation or successor entity which has followed the procedures described in
subsections (2)-(7):
(a) Shall pay the claims admitted or made and not rejected in accordance with subsection
(3);
(b) Shall post the security offered and not rejected pursuant to subsection (5);
(c) Shall post any security ordered by the circuit court in any proceeding under
subsections (6) and (7); and
(d) Shall pay or make provision for all other obligations of the corporation or such
successor entity.
Such claims or obligations shall be paid in full, and any such provision for payments shall be
made in full if there are sufficient funds. If there are insufficient funds, such claims and
obligations shall be paid or provided for according to their priority and, among claims of equal
priority, ratably to the extent of funds legally available therefor. Any remaining funds shall be
distributed to the shareholders of the dissolved corporation; however, such distribution may not
be made before the expiration of 150 days from the date of the last notice of rejections given
pursuant to subsection (3). In the absence of actual fraud, the judgment of the directors of the
dissolved corporation or the governing persons of such successor entity as to the provisions made
for the payment of all obligations under paragraph (d) is conclusive.
(10) A dissolved corporation or successor entity which has not followed the procedures
described in subsections (2) and (3) shall pay or make reasonable provision to pay all claims and
obligations, including all contingent, conditional, or unmatured claims known to the corporation
or such successor entity and all claims which are known to the dissolved corporation or such
successor entity but for which the identity of the claimant is unknown. Such claims shall be
paid in full, and any such provision for payment made shall be made in full if there are sufficient
funds. If there are insufficient funds, such claims and obligations shall be paid or provided for
according to their priority and, among claims of equal priority, ratably to the extent of funds
legally available therefor. Any remaining funds shall be distributed to the shareholders of the
dissolved corporation.
(11) Directors of a dissolved corporation or governing persons of a successor entity which has
complied with subsection (9) or subsection (10) are not personally liable to the claimants of the
dissolved corporation.
(12) A shareholder of a dissolved corporation the assets of which were distributed pursuant to
subsection (9) or subsection (10) is not liable for any claim against the corporation in an amount
in excess of such shareholder's pro rata share of the claim or the amount distributed to the
shareholder, whichever is less.
(13) A shareholder of a dissolved corporation, the assets of which were distributed pursuant to
subsection (9) is not liable for any claim against the corporation on which a proceeding is not
begun prior to the expiration of 3 years following the effective date of dissolution.
(14) The aggregate liability of any shareholder of a dissolved corporation for claims against the
dissolved corporation may not exceed the amount distributed to the shareholder in dissolution.
(15) As used in this section, the term "successor entity" includes any trust, receivership, or other
legal entity governed by the laws of this state to which the remaining assets and liabilities of a
dissolved corporation are transferred and which exists solely for the purposes of prosecuting and
defending suits by or against the dissolved corporation, enabling the dissolved corporation to
settle and close the business of the dissolved corporation, to dispose of and convey the property
of the dissolved corporation, to discharge the liabilities of the dissolved corporation, and to
distribute to the dissolved corporation's shareholders any remaining assets, but not for the
purpose of continuing the business for which the dissolved corporation was organized.
FORM 7
OFFER OF SECURITY FOR CLAIM
OFFER OF SECURITY FOR CLAIM
You were heretofore notified that on the _____day of ________________________________,
20 _____, ___________________________________________________________, a Florida
corporation, filed Articles of Dissolution with the Department of State.
You have submitted a contingent, conditional, or unmatured claim to the corporation. That claim
has been approved in the amount of $ ______________________.
The Board of Directors has determined that your claim should be secured pending maturity. The
Board has made the following provision(s) to secure your claim: _________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
IF YOU DO NOT REJECT THIS OFFER OF SECURITY WITHIN 120 DAYS AFTER
RECEIPT, THEN YOU WILL BE DEEMED TO HAVE ACCEPTED THE ABOVE
OFFER OF SECURITY AS THE SOLE SOURCE FROM WHICH TO SATISFY YOUR
CLAIM AGAINST THE CORPORATION.
Name of Corporation: ___________________________________________________________
By: _________________________________________________________________________
Title: ___________________________________ Date: _______________________________
