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Florida Statutes Title XXXVI. Business Organizations § 607.1420. Administrative dissolution

Current as of January 01, 2025 | Updated by Findlaw Staff

(1) The department may dissolve a corporation administratively if the corporation does not:

(a) Deliver its annual report to the department by 5 p.m. Eastern Time on the third Friday in September of each year;

(b) Pay a fee or penalty due to the department under this chapter;

(c) Appoint and maintain a registered agent and registered office as required by s. 607.0501;

(d) Deliver for filing a statement of change under s. 607.0502 within 30 days after a change has occurred in the name or address of the agent unless, within 30 days after the change occurred:

1. The agent filed a statement of change pursuant to s. 607.05031; or

2. The change was made in accordance with s. 607.0502(4);

(e) The corporation has failed to answer truthfully and fully, within the time prescribed by this chapter, interrogatories propounded by the department; or

(f) The corporation's period of duration stated in its articles of incorporation expires.

(2) Administrative dissolution of a corporation for failure to file an annual report must occur on the fourth Friday in September of each year. The department shall issue a notice in a record of administrative dissolution to the corporation dissolved for failure to file an annual report. Issuance of the notice may be by electronic transmission to a corporation that has provided the department with an e-mail address.

(3) If the department determines that one or more grounds exist for administratively dissolving a corporation under paragraph (1)(b), paragraph (1)(c), or paragraph (1)(d), the department shall serve notice in a record to the corporation of its intent to administratively dissolve the corporation. Issuance of the notice may be by electronic transmission to a corporation that has provided the department with an e-mail address.

(4) If, within 60 days after sending the notice of intent to administratively dissolve pursuant to subsection (3), a corporation does not correct each ground for dissolution under paragraph (1)(b), paragraph (1)(c), or paragraph (1)(d) or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist, the department shall dissolve the corporation administratively and issue to the corporation a notice in a record of administrative dissolution that states the grounds for dissolution. Issuance of the notice of administrative dissolution may be by electronic transmission to a corporation that has provided the department with an e-mail address.

(5) A corporation that has been administratively dissolved continues in existence but may only carry on activities necessary to wind up its activities and affairs, liquidate and distribute its assets, and notify claimants under ss. 607.1405, 607.1406, and 607.1407.

(6) The administrative dissolution of a corporation does not terminate the authority of its registered agent for service of process.

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Cite this article: FindLaw.com - Florida Statutes Title XXXVI. Business Organizations § 607.1420. Administrative dissolution - last updated January 01, 2025 | https://codes.findlaw.com/fl/title-xxxvi-business-organizations/fl-st-sect-607-1420/

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