The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1422

607.1422 Reinstatement following administrative dissolution.—

(1) A corporation that is administratively dissolved under s. 607.1420 or that was dissolved under former s. 607.1421 before January 1, 2020, may apply to the department for reinstatement at any time after the effective date of dissolution. The corporation must submit all fees and penalties then owed by the corporation at the rates provided by law at the time the corporation applies for reinstatement, together with an application for reinstatement prescribed and furnished by the department, which is signed by both the registered agent and an officer or director of the corporation and states:

(a) The name of the corporation;

(b) The street address of the corporation’s principal office and mailing address;

(d) The corporation’s federal employer identification number or, if none, whether one has been applied for;

(e) The name, title or capacity, and address of at least one officer or director of the corporation; and

(f) Additional information that is necessary or appropriate to enable the department to carry out this chapter.

(2) In lieu of the requirement to file an application for reinstatement as described in subsection (1), an administratively dissolved corporation may submit all fees and penalties owed by the corporation at the rates provided by law at the time the corporation applies for reinstatement, together with a current annual report, signed by both the registered agent and an officer or director of the corporation, which contains the information described in subsection (1).

(3) If the department determines that an application for reinstatement contains the information required under subsection (1) or subsection (2) and that the information is correct, upon payment of all required fees and penalties, the department shall reinstate the corporation.

(4) When reinstatement under this section becomes effective:

(a) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.

(b) The corporation may operate as if the administrative dissolution had never occurred.

(c) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.

(5) The name of the dissolved corporation is not available for assumption or use by another eligible entity until 1 year after the effective date of dissolution unless the dissolved corporation provides the department with a record signed as required by s. 607.0120 permitting the immediate assumption or use of the name by another eligible entity.

(6) If the name of the dissolved corporation has been lawfully assumed in this state by another eligible entity, the department shall require the dissolved corporation to amend its articles of incorporation to change its name before accepting its application for reinstatement.

History.—s. 129, ch. 89-154; s. 157, ch. 90-179; s. 36, ch. 2003-283; s. 187, ch. 2019-90; s. 49, ch. 2020-32.

F.S. 607.1422 on Google Scholar

F.S. 607.1422 on Casetext

Amendments to 607.1422

Arrestable Offenses / Crimes under Fla. Stat. 607.1422

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

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1422.

Annotations, Discussions, Cases:

Cases from cite.case.law:

J. SIBLEY, v. In ESTATE OF F. SIBLEY,, 273 So. 3d 1062 (Fla. App. Ct. 2019)

. . . Charles relies for this proposition on section 607.1422, Florida Statutes (2011), which provides in pertinent . . . Were we to apply the relation-back provision of section 607.1422 to the instant circumstance, as urged . . . post-reinstatement, resume "carrying on its business as if the administrative dissolution had never occurred." § 607.1422 . . . To apply the relation-back provision of section 607.1422 to this determination would unquestionably frustrate . . .

CHAKRA INC. v. CITY OF MIAMI BEACH,, 254 So. 3d 1056 (Fla. App. Ct. 2018)

. . . ."); accord § 607.1422(3), Fla. . . .

BHM HEALTHCARE SOLUTIONS, INC. v. URAC, INC., 320 F. Supp. 3d 1 (D.D.C. 2018)

. . . . § 607.1422(3) ); see also Am. Compl. ¶¶ 97-103. . . .

BUILDING LLC, v. COMPONENT REPAIR SERVICES, INC., 224 So. 3d 785 (Fla. Dist. Ct. App. 2017)

. . . Venegas, 862 So.2d 6, 8 (Fla. 3d DCA 2003) (quoting § 607.1422(3), Fla. Stat. (2012)). . . .

RECORDS, INC. v. SONY MUSIC ENTERTAINMENT, INC. LLC d b a, 566 F. Supp. 2d 305 (S.D.N.Y. 2008)

. . . . § 607.1422(3) (2008). . . .

ALLIED ROOFING INDUSTRIES, INC. v. VENEGAS,, 862 So. 2d 6 (Fla. Dist. Ct. App. 2003)

. . . . § 607.1422(2)-(3), Fla. Stat. (2003); Cosmopolitan Distribs., Inc. v. . . . Lehnert, 470 So.2d 738, 739 (Fla. 3d DCA 1985) (“[t]he effect of section [607.1422, previously section . . .

PARADISE CREATIONS, INC. v. UV SALES, INC., 315 F.3d 1304 (Fed. Cir. 2003)

. . . In fact, if Paradise had not been reinstated under chapter 607.1422 of the Florida Statutes, then the . . . However, chapter 607.1422 revived the corporation and permitted it to carry on its business “as if the . . . Stat. ch. 607.1422(3). . . . capacity to do business, which is no more than saying what chapter 607.1421 provides, until chapter 607.1422 . . . exclusive rights to the patent and at the time it filed suit, under Florida Corporation Statutes chapter 607.1422 . . . Stat. ch. 607.1422(3) (2001)). . . . wholly on the theory that when it gained reinstatement, under Florida Corporation Statutes chapter 607.1422 . . . IV Florida Corporation Statutes chapter 607.1422(3) provides: “[w]hen the reinstatement is effective, . . .

R. LEVINE, M. D. M. M. D. R. M. D. P. A. a v. R. LEVINE, M. D. W. P. A. a C. P. A. P. A., 734 So. 2d 1191 (Fla. Dist. Ct. App. 1999)

. . . Under section 607.1422(3), the corporation has the right to become reinstated “at any time.” . . .

SHIMOFF, v. SMITH,, 668 So. 2d 335 (Fla. Dist. Ct. App. 1996)

. . . See §§ 607.0130(2)(c), 607.1421, 607.1422, Fla.Stat. (1993). . . .

TRIPLE T. INC. d b a T. v. JAGHORY,, 612 So. 2d 642 (Fla. Dist. Ct. App. 1993)

. . . appellee had not waived this defense, reversal is mandated by Florida’s corporate revival statute, section 607.1422 . . . , Florida Statutes (Supp.1990), which provides in pertinent part: 607.1422 Reinstatement following administrative . . .

FIRST COAST RESTAURANTS, INC. v. L. VOGEL, Jr., 592 So. 2d 1258 (Fla. Dist. Ct. App. 1992)

. . . This interpretation is bolstered by section 607.1422(3), Florida Statutes (1991), which provides: When . . .