The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1403

607.1403 Articles of dissolution.—

(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department for filing articles of dissolution which must be signed in accordance with s. 607.0120 and which must set forth:

(a) The name of the corporation;

(b) The date dissolution was authorized;

(c) If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.

(2) The articles of dissolution shall take effect at the effective date determined pursuant to s. 607.0123. A corporation is dissolved upon the effective date of its articles of dissolution.

(3) For purposes of ss. 607.1401-607.1410, the term “dissolved corporation” means a corporation whose articles of dissolution have become effective and includes a successor entity. Further, for the purposes of this subsection, the term “successor entity” includes a 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, thereby 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 activities and affairs for which the dissolved corporation was organized.

History.—s. 123, ch. 89-154; s. 33, ch. 2003-283; s. 177, ch. 2019-90; s. 47, ch. 2020-32.

F.S. 607.1403 on Google Scholar

F.S. 607.1403 on Casetext

Amendments to 607.1403

Arrestable Offenses / Crimes under Fla. Stat. 607.1403

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1403.

Annotations, Discussions, Cases:

Cases from cite.case.law:

WILSON, v. WILSON,, 211 So. 3d 313 (Fla. Dist. Ct. App. 2017)

. . . the corporation. (3) The directors, officers, and agents of a corporation dissolved pursuant to s. 607.1403 . . .

MEJIA, v. H. RUIZ, 985 So. 2d 1109 (Fla. Dist. Ct. App. 2008)

. . . April 13, 2004, Davide filed Articles of Dissolution with the Secretary of State, pursuant to section 607.1403 . . . The dissolution asserts to be in compliance with section 607.1403 and to be effective December 31, 2003 . . .

In SOUTHERN CINEMAS, INC. a d b a f k a ID, 256 B.R. 520 (Bankr. M.D. Fla. 2000)

. . . On December 31, 1996, Kent Cinemas dissolved pursuant to § 607.1403 of the Florida General Business Corporation . . .