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Florida Dissolution Package to Dissolve Corporation
Dissolution Dissolve Corporation
Description Dissolution Corporation Form
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Florida Dissolution Corporation Other Form Names
Sample Letter Of Dissolution Of Llc FAQ
Definition. The ending of a corporation, either voluntarily by filing a notice of dissolution with the Secretary of State or as ordered by a court after a vote of the shareholders, or involuntarily through government action as a result of failure to pay taxes.
You can submit the Certificate of Dissolution by mail or in person. As with the Certificate of Election to Wind Up and Dissolve, there is no fee for a Certificate of Dissolution that is mailed in, but there is a $15 special handling fee for documents hand-delivered to the SOS office in Sacramento.
When a corporation is dissolved, it no longer legally exists and, in most cases, its debts disappear as well. State laws usually give additional time beyond the dissolution for creditors to file suits for failure to pay any corporate debts or for the wrongful distribution of corporate assets.
Corporations that have not started doing business or issued shares can be dissolved by the majority of its incorporators or its initial directors. This is done by filing articles of dissolution (available below) plus a $35.00 filing fee with Florida's Department of State.
After a company is dissolved, it must liquidate its assets. Liquidation refers to the process of sale or auction of the company's non-cash assets.Assets used as security for loans must be given to the bank or creditor that extended the loan, or you must pay off the loan before selling such assets.
You must file Form 966, Corporate Dissolution or Liquidation, if you adopt a resolution or plan to dissolve the corporation or liquidate any of its stock. You must also file your corporation's final income tax return.
Enter the business entity's document number below. Select "Start Dissolution Filing" button. Fill out the form. Pay all fees.
Dissolve the Legal Entity (LLC or Corporation) with the State. An LLC or Corporation needs to be officially dissolved. Pay Any Outstanding Bills. You need to satisfy any company debts before closing the business. Cancel Any Business Licenses or Permits. File Your Final Federal and State Tax Returns.
Failing to dissolve the corporation allows third parties to continue to sue the corporation as if it is still in operation. A judgment might mean that shareholders use the money received from distributed assets when the corporation closed down to satisfy judgments against the corporation.
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FLORIDA STATUTES, §§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.
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FLORIDA STATUTES, §§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.