Florida Plan of Liquidation and Dissolution of a Corporation

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Dissolution is the act of bringing to an end. It is the act of rendering a legal proceeding null, or changing its character. Under corporate law, it is the last stage of liquidation. Dissolution is the process by which a company is brought to an end.



Liquidation is the selling of the assets of a business, paying bills and dividing the remainder among shareholders, partners or other investors. A business need not be insolvent to liquidate. Upon liquidation of certain business, such as a bank, a bond may be required to be posted to assure the proper distribution of assets to creditors.

Title: Florida Plan of Liquidation and Dissolution of a Corporation: Explained in Detail Introduction: Florida Plan of Liquidation and Dissolution of a Corporation refers to the process through which a corporation legally terminates its operations, settles its liabilities, distributes its assets, and concludes its existence. This comprehensive plan is crucial for ensuring the orderly and efficient winding up of a Florida corporation. Various types of liquidation and dissolution plans can be implemented, each serving different purposes based on the corporation's needs and objectives. Types of Florida Plans of Liquidation and Dissolution of a Corporation: 1. Voluntary Dissolution: Voluntary dissolution occurs when a corporation's shareholders decide to terminate the entity willingly, typically due to various reasons, such as the fulfillment of its purpose, lack of profitability, majority shareholder agreement, or retirement of the business owner. During voluntary dissolution, the corporation follows a predetermined plan to liquidate its assets, pay off debts, and distribute remaining assets to shareholders. 2. Involuntary Dissolution: Involuntary dissolution takes place when external factors, such as a court order or failure to comply with statutory requirements, force the dissolution of the corporation. This type of dissolution is usually initiated by government entities or creditors due to non-compliance, fraud, or serious misconduct. In such cases, the corporation is legally obligated to follow the state's specified process for liquidating assets and resolving liabilities. 3. Administrative Dissolution: Administrative dissolution occurs when a corporation fails to fulfill its administrative responsibilities, such as filing annual reports, paying taxes, or maintaining a registered agent. The state can administratively dissolve the corporation, leaving it with limited ability to operate legally. To rectify this, the corporation needs to follow the designated procedures for reinstatement, including adhering to the Florida Plan of Liquidation and Dissolution of a Corporation. 4. Short-Form Dissolution: The Short-Form Dissolution is applicable for corporations that qualify for certain specific exemptions under the Florida Statutes. A corporation is eligible for the short-form dissolution if it meets the criteria specified, which typically include minimal assets and liabilities, now pending lawsuits, and being current with tax obligations. This streamlined process allows eligible corporations to dissolve without creating a comprehensive liquidation plan. Components and Procedures of the Florida Plan of Liquidation and Dissolution of a Corporation: 1. Board of Directors Resolution: The corporation's board of directors initiates the plan by adopting a resolution recommending the dissolution and authorizing its submission to the shareholders. This resolution usually includes details on the purpose, timeline, and steps involved in the liquidation process. 2. Shareholders' Voting: Once the board approves the plan, it must be presented to the shareholders for their approval. Shareholders typically vote to approve the plan during a special meeting, following the Florida legal requirements, such as a minimum quorum. 3. Asset Liquidation: After receiving shareholder approval, the corporation proceeds with the liquidation of its assets. This involves selling off any tangible or intangible assets, settling liabilities, and paying off outstanding debts. The distribution of remaining assets is executed as per the approved plan, outlining the hierarchy and priorities for payments. 4. Legal Filings and Compliance: Throughout the dissolution process, it is essential to ensure compliance with Florida state laws and regulations. This includes filing dissolution articles or an annual report, notifying creditors, and addressing any outstanding legal obligations. 5. Final Account Settlement and Distribution: Once all debts and obligations are settled, a final account is prepared, documenting the allocation and distribution of assets among shareholders according to their respective interests. This serves as an official record, providing the necessary closure to the dissolution process. Conclusion: The Florida Plan of Liquidation and Dissolution of a Corporation encompasses various types and procedures, each tailored to unique circumstances and goals. Whether through voluntary, involuntary, administrative, or short-form dissolution, corporations in Florida follow a structured process to ensure the orderly termination of operations, the settlement of obligations, and the equitable distribution of assets. Adhering to the appropriate Florida plan is essential for a corporation's successful and lawful dissolution.

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Section 542.33 - Contracts in restraint of trade valid (1) Notwithstanding other provisions of this chapter to the contrary, each contract by which any person is restrained from exercising a lawful profession, trade, or business of any kind, as provided by subsections (2) and (3) hereof, is to that extent valid, and ...

You may be able to sue a dissolved corporation or a dissolved limited liability company for a period of time after dissolution, especially if it failed to wind up its business and dissolve properly.

Dissolution. The first step to closing up shop is receiving shareholder approval to formally close the corporation. The board of directors should adopt a resolution to dissolve the corporation and receive approval for the action.

A plan of dissolution is a written description of how an entity intends to dissolve, or officially and formally close the business. A plan of dissolution will include a description of how any remaining assets and liabilities will be distributed.

To dissolve a corporation in Florida you file Articles of Dissolution with the Florida Division of Corporations, Amendment Section. The DOC charges a $35 filing fee. For an additional $8.75, the DOC will provide a Certificate of Status (certified copies of the filing also cost $8.75).

(1) ?Abandoned? or ?abandonment? means a situation in which the parent or legal custodian of a child or, in the absence of a parent or legal custodian, the caregiver, while being able, has made no significant contribution to the child's care and maintenance or has failed to establish or maintain a substantial and ...

Section 617.1403, Florida Statutes, provides for the dissolution of a corporation that has commenced to conduct its affairs. The document must be typed or printed and must be legible.

Section 607.1403, Florida Statutes, provides for the dissolution of a corporation that has issued shares. The document must be typed or printed and must be legible.

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Section 607.1403, Florida Statutes, provides for the dissolution of a corporation that has issued shares. ... complete the attached cover letter. Mailing Address ... This Standard Document is an optional plan of dissolution for the voluntary dissolution of a Florida corporation, and can be used as a separate plan or ...Review the instructions for filing the Articles of Dissolution for Florida Profit and Non-Profit Corporations. Gather all information required to complete the ... Feb 10, 2011 — As promptly as practicable after the Effective Date, the Corporation shall be dissolved in accordance with the laws of the State of Florida ... Sep 26, 2019 — Once the company's dissolution has been authorized, it's time to file articles of dissolution and a $35.00 filing fee with Florida's Department ... Jul 20, 2023 — Step 1: Get approval of the owners of the corporation or LLC · Step 2: File the Certificate of Dissolution with the state · Step 3: File federal, ... Notify the state: Corporations must file articles of dissolution with the Florida Department of State, Division of Corporations, to formally dissolve the ... Then they must liquidate the company's assets, settle all outstanding liabilities, notify any entities with an interest in the company of its dissolution, i.e. ... Wondering what happens when a business closes in Florida? Explore our checklist for the dissolution of a Florida Limited Liability Company for more! Jan 18, 2023 — ... file. A corporation (or a farmer's cooperative) files this form if it adopts ... plan to dissolve the corporation or liquidate any of its stock.

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Florida Plan of Liquidation and Dissolution of a Corporation