US Legal Forms
Forms Kit
Certificate
Florida
Florida Dissolution Package to Dissolve Corporation

Dissolve A Corporation In Florida For Couples

Q: How do I dissolve a Florida corporation?

Here&#039;s How to Dissolve a Corporation in Florida Take a Vote. The majority of the incorporators or board of directors have to agree in order to dissolve a corporation. ... File Articles of Dissolution. ... Dispose of Known Claims and Liabilities. ... Dispose of Unknown Claims.

Category:

Corporations - Dissolution

State:

Florida

Control #:

FL-DP-0001

Format:

Instant download

Description

The Corporate Dissolution Package for Florida provides essential forms and instructions for couples looking to dissolve a corporation in Florida. This package includes vital documents such as Articles of Dissolution and notices for both shareholders and claimants, all guided by Florida Statutes §§607.1401-607.1406. The form allows for two methods of dissolution: one by the board of directors or incorporators if no shares have been issued, and another by majority vote of shareholders. Filling out the forms requires clear entries including the corporation's name, document number, and consent details. Legal professionals, including attorneys, partners, owners, associates, paralegals, and legal assistants will find these forms critical for ensuring compliance during the dissolution process. The package also outlines procedures for notifying claimants and handling corporate liabilities post-dissolution. This ensures that all legal obligations are met and provides guidance on distributing remaining assets safely. Overall, the dissolution package aims to facilitate a smooth transition for couples navigating this important process.

Articles of organization with the florida division of corporations

Built-in online Word editor

Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.

Export easily

Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.

E-sign your document

Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.

Notarize online 24/7

If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.

Store your document securely

We protect your documents and personal data by following strict security and privacy standards.

Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.

Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.

Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.

If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.

We protect your documents and personal data by following strict security and privacy standards.

Looking for another form?

This field is required

Lease Agreement Living Will Living Trust Home Sale Last Will and Testament Power of Attorney Quitclaim Deed Horse forms Construction Contract Contractor Agreement

Application for Change of Name

View this form

Consent to being Fingerprinted

View this form

Release of Lis Pendens

View this form

Complaint for an Accounting Claim

View this form

Statement for a Compensation Claim in Exce...

View this form

Know-How License and Technical Assistance ...

View this form

Sample Letter for Estate - Correspondence ...

View this form

Jury Instruction - 1.5.2 Reasonable Accomm...

View this form

Sample Letter for Acceptance of Counter Pr...

View this form

Landlord Tenant Commercial Package

View this form

How to fill out Florida Dissolution Package To Dissolve Corporation?

Handling legal documents and procedures can be a lengthy addition to your schedule.

Dissolve A Corporation In Florida For Couples and similar forms typically necessitate that you search for them and comprehend how to fill them out proficiently.

Consequently, if you are managing financial, legal, or personal issues, utilizing a thorough and straightforward online repository of forms readily available will assist significantly.

US Legal Forms is the premier online resource for legal templates, providing over 85,000 state-specific forms and a variety of tools to help you complete your documents with ease.

Simply Log In to your account, find Dissolve A Corporation In Florida For Couples, and obtain it immediately from the My documents section. You may also retrieve forms you have saved before.

Browse the library of relevant documents accessible to you with just a single click.
US Legal Forms gives you state- and county-specific forms available at any time for download.
Protect your document management tasks using a premium service that allows you to create any form in minutes without any additional or concealed fees.

Form popularity

FAQ

To dissolve a corporation in Florida for couples, you should first ensure that all outstanding business affairs are settled. This includes paying any debts and filing final tax returns. Next, you will need to file Articles of Dissolution with the Florida Division of Corporations. Utilizing a service like US Legal Forms can simplify this process, providing you with the necessary documents and guidance to efficiently dissolve a corporation in Florida for couples.

What Does Dissolution Cost in Florida? The Division of Corporations charges $35 to dissolve a corporation in Florida. Certified copies of the filing cost $8.75 each. A Certificate of Status showing the Florida corporation dissolution costs $8.75.

In general, where a partnership is one at will or for an indefinite term, any partner may dissolve it at any time for any reason without the permission of his or her co-partners. This is accomplished by giving notice to all the other partners of his or her intention so to do.

Dissolving a Business Partnership in Florida ? Step-by-Step Guide Reviewing the Partnership Agreement. ... Discussing the Dissolution Between the Partners Involved in Business. ... Proceeding with the Dissolution. ... Submitting the Paperwork with the State. ... Paying Debts and Distributing the Remaining Assets.

Here's How to Dissolve a Corporation in Florida Take a Vote. The majority of the incorporators or board of directors have to agree in order to dissolve a corporation. ... File Articles of Dissolution. ... Dispose of Known Claims and Liabilities. ... Dispose of Unknown Claims.

First, you need to be sure to include the legal name of your company. Second, your articles of dissolution should state the date when your company will be dissolved. Finally, there should be a statement that your corporation's board of directors or your LLC's members approved the dissolution.

Trusted and secure by over 3 million people of the world’s leading companies

Florida Dissolution Package to Dissolve Corporation

Statutory References:

FLORIDA STATUTES, Â§Â§607.1401-607.1406

General Discussion:

I. There are two ways to dissolve a Florida corporation:

1. By the Incorporators of Directors if the corporation HAS NOT issued any shares or has not commenced business.

2. By the 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.

II. DISSOLUTION BY THE INCORPORATORS OR DIRECTORS

1. If the corporation has not issued shares or commenced business, then that corporation may be dissolved by the Incorporators or by the Directors by the filing of Articles of Dissolution

2. The corporation is dissolved upon the effective date of the filing of its Articles of Dissolution (unless another date is specified).

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.

2. EVERY shareholder must be notified of a shareholder's meeting to consider dissolving the corporation.

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.

5. Once the decision to dissolve the corporation has been made and approved, then you must file Articles of Dissolution.

6. 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: a. Collecting assets.

b. Disposing of property which will not be distributed in kind to shareholders.

c. Discharging or making provision for discharging liabilities.

d. Distributing any remaining property among shareholders;

e. Any other act necessary to wind up and liquidate the business and affairs of the corporation.

2. Dissolution of a corporation does not:

a. Transfer title to the corporation's property;

b. Prevent transfer of the corporation's shares or securities.

c. Change the standards to which the corporation's directors or officers are to comply.

d. 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.

e. Prevent the commencement of any proceeding by or against the corporation.

f. Abate or suspend any proceeding pending by or against the corporation on the effective date of dissolution.

g. 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:

a. Provide a reasonable description of the claim.

b. 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

c. Provide a mailing address where a claim may be sent.

d. State a deadline, not less than 120 days after the effective date of the notice, by which confirmation of the claim must be received.

e. 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.

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

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.

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."

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:

a. MUST pay the claims admitted or made and not rejected.

b. MUST post the security offered and not rejected.

c. MUST post any security ordered by the circuit court.

d. 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.

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.