Post by Admin on Feb 18, 2015 7:15:47 GMT -5
As of 2014
617.1401 Voluntary dissolution of corporation prior to conducting its affairs.
617.1402 Dissolution of corporation.
617.1403 Articles of dissolution.
617.1404 Revocation of dissolution.
617.1405 Effect of dissolution.
617.1406 Plan of distribution of assets.
617.1407 Unknown claims against dissolved corporation.
617.1408 Known claims against dissolved corporation.
617.1401 Voluntary dissolution of corporation prior to conducting its affairs.—
(1) At any time after the filing of the articles of incorporation, a corporation which has not commenced to conduct its affairs may be voluntarily dissolved in the following manner:
(a) If there are no directors of the corporation, by the incorporator or, if there is more than one incorporator, by a majority of the incorporators; or
(b) If there are directors of the corporation, by a majority of the directors.
(2) Articles of dissolution must be executed in accordance with s. 617.01201 and must set forth:
(a) The name of the corporation;
(b) The date of filing of its articles of incorporation;
(c) That the corporation has not commenced to conduct its affairs;
(d) That no debts of the corporation remain unpaid; and
(e) That the incorporator or a majority of the incorporators or a majority of the directors, as the case may be, authorized the dissolution.
(3) The articles of dissolution must be filed and sH all become effective in accordance with s. 617.1403, may be revoked in accordance with s. 617.1404, and sH all have the effect prescribed in s. 617.1405.
History.—s. 80, ch. 90-179; s. 61, ch. 93-281.
617.1402 Dissolution of corporation.—A corporation desiring to dissolve and wind up its affairs must adopt a resolution to dissolve in the following manner:
(1) If the corporation has members entitled to vote on a resolution to dissolve, and unless the board of directors determines that because of a conflict of interest or other substantial reason it should not make any recommendation, the board of directors must adopt a resolution recommending that the corporation be dissolved and directing that the question of such dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation must be given to each member entitled to vote at such meeting in accordance with the articles of incorporation or the bylaws. A resolution to dissolve the corporation sH all be adopted upon receiving at least a majority of the votes which members present at such meeting or represented by proxy are entitled to cast.
(2) If the corporation has no members or if its members are not entitled to vote on a resolution to dissolve, the dissolution of the corporation may be authorized at a meeting of the board of directors by a majority vote of the directors then in office.
History.—s. 76, ch. 90-179.
617.1403 Articles of dissolution.—
(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Department of State for filing articles of dissolution setting forth:
(a) The name of the corporation;
(b) If the corporation has members entitled to vote on dissolution, the date of the meeting of members at which the resolution to dissolve was adopted, a statement that the number of votes cast for dissolution was sufficient for approval, or a statement that such a resolution was adopted by written consent and executed in accordance with s. 617.0701; and
(c) If the corporation has no members or if its members are not entitled to vote on dissolution, a statement of such fact, the date of the adoption of such resolution by the board of directors, the number of directors then in office, and the vote for the resolution.
(2) A corporation is dissolved upon the effective date of its articles of dissolution.
History.—s. 77, ch. 90-179.
617.1404 Revocation of dissolution.—
(1) A corporation may revoke its dissolution at any time prior to the expiration of 120 days following the effective date of the articles of dissolution.
(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without member action.
(3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Department of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(a) The name of the corporation;
(b) The effective date of the dissolution that was revoked;
(c) The date that the revocation of dissolution was authorized;
(d) If the corporation’s board of directors revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(e) If member action was required to revoke the dissolution, the information required by s. 617.1403(1)(b) or (c), whichever is applicable.
(4) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes conducting its affairs as if dissolution had never occurred.
History.—s. 78, ch. 90-179.
617.1405 Effect of dissolution.—
(1) A dissolved corporation continues its corporate existence but may not conduct its affairs except to the extent appropriate to wind up and liquidate its affairs, including:
(a) Collecting its assets;
(b) Disposing of its properties that will not be distributed in kind pursuant to the plan of distribution of assets adopted under s. 617.1406;
(c) Discharging or making provision for discharging its liabilities;
(d) Distributing its remaining property in accordance with the plan of distribution of assets adopted under s. 617.1406; and
(e) Doing every other act necessary to wind up and liquidate its affairs.
(2) Dissolution of a corporation does not:
(a) Transfer title to the corporation’s property;
(b) Subject its directors or officers to standards of conduct different from those which applied prior to dissolution;
(c) Change quorum or voting requirements for its board of directors or members, change provisions for selection, resignation, or removal of its directors or officers or both, or change provisions for amending its bylaws;
(d) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(f) Terminate the authority of the registered agent of the corporation.
(3) The directors, officers, and agents of a corporation dissolved pursuant to s. 617.1403 sH all not incur any personal liability thereby by reason of their status as directors, officers, and agents of a dissolved corporation, as distinguished from a corporation which is not dissolved.
(4) The name of a dissolved corporation is not available for assumption or use by another corporation until 120 days after the effective date of dissolution unless the dissolved corporation provides the department with an affidavit, executed pursuant to s. 617.01201, authorizing the immediate assumption or use of the name by another corporation.
History.—s. 79, ch. 90-179; s. 39, ch. 2009-205.
617.1406 Plan of distribution of assets.—A plan providing for the distribution of assets, not inconsistent with this act or the articles of incorporation, must be adopted by a corporation in the following manner:
(1) If the corporation has members entitled to vote on a plan of distribution of assets, the board of directors must adopt a resolution recommending a plan of distribution and directing its submission to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof must be given to each member entitled to vote at such meeting in accordance with the articles of incorporation or the bylaws. Such plan of distribution sH all be adopted upon receiving at least a majority of the votes which the members present at such meeting or represented by proxy are entitled to cast.
(2) If the corporation has no members or if its members are not entitled to vote on a plan of distribution, such plan may be adopted at a meeting of the board of directors by a majority vote of the directors then in office.
(3) A plan of distribution of assets must provide that:
(a) All liabilities and obligations of the corporation be paid and discharged, or adequate provisions be made therefor;
(b) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, be returned, transferred, or conveyed in accordance with such requirements;
(c) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, be transferred or conveyed to one or more domestic or foreign corporations, trusts, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, as provided in the plan of distribution of assets;
(d) Other assets, if any, be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or the bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; and
(e) Any remaining assets be distributed to such persons, trusts, societies, organizations, or domestic or foreign corporations, whether for profit or not for profit, as specified in the plan of distribution of assets.
(4) A copy of the plan of distribution of assets, authenticated by an officer of the corporation and containing the officer’s certificate of compliance with the requirements of subsection (1) or subsection (2) must be filed with the Department of State.
History.—s. 81, ch. 90-179.
617.1407 Unknown claims against dissolved corporation.—
(1) A dissolved corporation or successor entity may execute one of the following procedures to resolve payment of unknown claims:
(a) A dissolved corporation or successor entity may file notice of its dissolution with the department on the form prescribed by the department and request that persons having claims against the corporation which are not known to the corporation or successor entity present them in accordance with the notice. The notice must:
1. State the name of the corporation and the date of dissolution;
2. Describe the information that must be included in a claim and provide a mailing address to which the claim may be sent; and
3. State that a claim against the corporation under this subsection is barred unless a proceeding to enforce the claim is commenced within 4 years after the filing of the notice.
(b) A dissolved corporation or successor entity may, within 10 days after filing articles of dissolution with the department, publish a “Notice of Corporate Dissolution.” The notice must appear once a week for 2 consecutive weeks in a newspaper of general circulation in the county in the state in which the corporation has its principal office, if any, or, if none, in a county in the state in which the corporation owns real or personal property. Such newspaper sH all meet the requirements as are prescribed by law for such purposes. The notice must:
1. State the name of the corporation and the date of dissolution;
2. Describe the information that must be included in a claim and provide a mailing address to which the claim may be sent; and
3. State that a claim against the corporation under this subsection is barred unless a proceeding to enforce the claim is commenced within 4 years after the date of the second consecutive weekly publication of the notice.
(2) If the dissolved corporation or successor entity complies with paragraph (1)(a) or paragraph (1)(b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within 4 years after the date of filing the notice with the department or the date of the second consecutive weekly publication, as applicable:
(a) A claimant who did not receive written notice under s. 617.1408(9), or whose claim is not provided for under s. 617.1408(10), regardless of whether such claim is based on an event occurring before or after the effective date of dissolution.
(b) A claimant whose claim was timely sent to the dissolved corporation but on which no action was taken.
(3) A claim may be entered under this section:
(a) Against the dissolved corporation, to the extent of its undistributed assets; or
(b) If the assets have been distributed in liquidation, against a member of the dissolved corporation to the extent of such member’s pro rata share of the claim or the corporate assets distributed to such member in liquidation, whichever is less; however, the aggregate liability of any member of a dissolved corporation may not exceed the amount distributed to the member in dissolution.
History.—s. 40, ch. 2009-205.
617.1407 Unknown claims against dissolved corporation.—
(1) A dissolved corporation or successor entity may execute one of the following procedures to resolve payment of unknown claims:
(a) A dissolved corporation or successor entity may file notice of its dissolution with the department on the form prescribed by the department and request that persons having claims against the corporation which are not known to the corporation or successor entity present them in accordance with the notice. The notice must:
1. State the name of the corporation and the date of dissolution;
2. Describe the information that must be included in a claim and provide a mailing address to which the claim may be sent; and
3. State that a claim against the corporation under this subsection is barred unless a proceeding to enforce the claim is commenced within 4 years after the filing of the notice.
(b) A dissolved corporation or successor entity may, within 10 days after filing articles of dissolution with the department, publish a “Notice of Corporate Dissolution.” The notice must appear once a week for 2 consecutive weeks in a newspaper of general circulation in the county in the state in which the corporation has its principal office, if any, or, if none, in a county in the state in which the corporation owns real or personal property. Such newspaper sH all meet the requirements as are prescribed by law for such purposes. The notice must:
1. State the name of the corporation and the date of dissolution;
2. Describe the information that must be included in a claim and provide a mailing address to which the claim may be sent; and
3. State that a claim against the corporation under this subsection is barred unless a proceeding to enforce the claim is commenced within 4 years after the date of the second consecutive weekly publication of the notice.
(2) If the dissolved corporation or successor entity complies with paragraph (1)(a) or paragraph (1)(b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within 4 years after the date of filing the notice with the department or the date of the second consecutive weekly publication, as applicable:
(a) A claimant who did not receive written notice under s. 617.1408(9), or whose claim is not provided for under s. 617.1408(10), regardless of whether such claim is based on an event occurring before or after the effective date of dissolution.
(b) A claimant whose claim was timely sent to the dissolved corporation but on which no action was taken.
(3) A claim may be entered under this section:
(a) Against the dissolved corporation, to the extent of its undistributed assets; or
(b) If the assets have been distributed in liquidation, against a member of the dissolved corporation to the extent of such member’s pro rata share of the claim or the corporate assets distributed to such member in liquidation, whichever is less; however, the aggregate liability of any member of a dissolved corporation may not exceed the amount distributed to the member in dissolution.
History.—s. 40, ch. 2009-205.
617.1408 Known claims against dissolved corporation.—
(1) A dissolved corporation or successor entity may dispose of the known claims against it by following the procedures described in subsections (2), (3), and (4).
(2) The dissolved corporation or successor entity sH all deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice must:
(a) Provide a reasonable description of the claim that the claimant may be entitled to assert;
(b) State whether the claim is admitted or not admitted, in whole or in part, and, if admitted:
1. The amount that is admitted, which may be as of a given date; and
2. Any interest obligation if fixed by an instrument of indebtedness;
(c) Provide a mailing address where a claim may be sent;
(d) State the deadline, which must be at least 120 days after the effective date of the written notice, by which confirmation of the claim must be delivered to the dissolved corporation or successor entity; and
(e) State that the corporation or successor entity may make distributions thereafter to other claimants and the members of the corporation or persons interested as having been such without further notice.
(3) A dissolved corporation or successor entity may reject, in whole or in part, any claim made by a claimant pursuant to this section by mailing notice of such rejection to the claimant within 90 days after receipt of such claim and, in all events, at least 150 days before expiration of 3 years following the effective date of dissolution. The notice must be accompanied by a copy of this section.
(4) A dissolved corporation or successor entity electing to follow the procedures described in subsections (2) and (3) must also give notice of dissolution to persons having known claims that are contingent upon the occurrence or nonoccurrence of future events, or are otherwise conditional or unmatured, and request that such persons present such claims in accordance with the terms of the notice. The notice must be in substantially the same form, and sent in the same manner, as described in subsection (2).
(5) A dissolved corporation or successor entity sH all offer any claimant whose known claim is contingent, conditional, or unmatured such security as the corporation or entity determines is sufficient to provide compensation to the claimant if the claim matures. The dissolved corporation or successor entity sH all 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 3 years following the effective date of dissolution. If the claimant offered such security does not deliver in writing to the dissolved corporation or successor entity a notice rejecting the offer within 120 days after receipt of such offer, the claimant is deemed to have accepted such security as the sole source from which to satisfy his or her claim against the corporation.
(6) A dissolved corporation or successor entity that has given notice in accordance with subsections (2) and (4) sH all petition the circuit court in the county where the corporation’s principal office is located or was located on the effective date of dissolution to determine the amount and form of security which is sufficient to provide compensation to a claimant who has rejected the offer for security made pursuant to subsection (5).
(7) A dissolved corporation or successor entity that has given notice in accordance with subsection (2) sH all petition the circuit court in the county where the corporation’s principal office is located or was located on the effective date of dissolution to determine the amount and form of security which is sufficient to provide compensation to claimants whose claims are known to the corporation or successor entity but whose identities are unknown. The court sH all appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this subsection. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, sH all be paid by the petitioner in such proceeding.
(8) The giving of any notice or making of any offer pursuant to this section does not revive any claim then barred, does not constitute acknowledgment by the dissolved corporation or successor entity that any person to whom such notice is sent is a proper claimant, and does not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom such notice is sent.
(9) A dissolved corporation or successor entity that has followed the procedures described in subsections (2)-(7) sH all:
(a) Pay the claims admitted or made and not rejected in accordance with subsection (3);
(b) Post the security offered and not rejected pursuant to subsection (5);
(c) Post any security ordered by the circuit court in any proceeding under subsections (6) and (7); and
(d) Pay or make provision for all other known obligations of the corporation or the successor entity. Such claims or obligations sH all be paid in full, and any provision for payments sH all be made in full if there are sufficient funds. If there are insufficient funds, the claims and obligations sH all be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of funds legally available for payment. Any remaining funds sH all be distributed in accordance with s. 617.1406; however, such distribution may not be made until 150 days after the date of the last notice of rejections given pursuant to subsection (3). In the absence of actual fraud, the judgment of the directors of the dissolved corporation or the governing persons of the successor entity as to the provisions made for the payment of all obligations under this paragraph is conclusive.
(10) A dissolved corporation or successor entity that has not followed the procedures described in subsections (2) and (3) sH all pay or make reasonable provision to pay all known claims and obligations, including all contingent, conditional, or unmatured claims known to the corporation or the successor entity and all claims that are known to the dissolved corporation or the successor entity but for which the identity of the claimant is unknown. Such claims sH all be paid in full, and any provision for payment made sH all be made in full if there are sufficient funds. If there are insufficient funds, such claims and obligations sH all be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of funds legally available for payment thereof. Any remaining funds sH all be distributed in accordance with s. 617.1406.
(11) Directors of a dissolved corporation or governing persons of a successor entity that has complied with subsection (9) or subsection (10) are not personally liable to the claimants of the dissolved corporation.
(12) A member of a dissolved corporation the assets of which were distributed pursuant to subsection (9) or subsection (10) is not liable for any claim against the corporation greater than the member’s pro rata share of the claim or the amount distributed to the member, whichever is less.
(13) A member of a dissolved corporation, the assets of which were distributed pursuant to subsection (9), is not liable for any claim against the corporation which is known to the corporation or successor entity and on which a proceeding is begun after the expiration of 3 years following the effective date of dissolution.
(14) The aggregate liability of any member of a dissolved corporation for claims against the dissolved corporation may not be greater than the amount distributed to the member in dissolution.
History.—s. 41, ch. 2009-205.
617.1401 Voluntary dissolution of corporation prior to conducting its affairs.
617.1402 Dissolution of corporation.
617.1403 Articles of dissolution.
617.1404 Revocation of dissolution.
617.1405 Effect of dissolution.
617.1406 Plan of distribution of assets.
617.1407 Unknown claims against dissolved corporation.
617.1408 Known claims against dissolved corporation.
617.1401 Voluntary dissolution of corporation prior to conducting its affairs.—
(1) At any time after the filing of the articles of incorporation, a corporation which has not commenced to conduct its affairs may be voluntarily dissolved in the following manner:
(a) If there are no directors of the corporation, by the incorporator or, if there is more than one incorporator, by a majority of the incorporators; or
(b) If there are directors of the corporation, by a majority of the directors.
(2) Articles of dissolution must be executed in accordance with s. 617.01201 and must set forth:
(a) The name of the corporation;
(b) The date of filing of its articles of incorporation;
(c) That the corporation has not commenced to conduct its affairs;
(d) That no debts of the corporation remain unpaid; and
(e) That the incorporator or a majority of the incorporators or a majority of the directors, as the case may be, authorized the dissolution.
(3) The articles of dissolution must be filed and sH all become effective in accordance with s. 617.1403, may be revoked in accordance with s. 617.1404, and sH all have the effect prescribed in s. 617.1405.
History.—s. 80, ch. 90-179; s. 61, ch. 93-281.
617.1402 Dissolution of corporation.—A corporation desiring to dissolve and wind up its affairs must adopt a resolution to dissolve in the following manner:
(1) If the corporation has members entitled to vote on a resolution to dissolve, and unless the board of directors determines that because of a conflict of interest or other substantial reason it should not make any recommendation, the board of directors must adopt a resolution recommending that the corporation be dissolved and directing that the question of such dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation must be given to each member entitled to vote at such meeting in accordance with the articles of incorporation or the bylaws. A resolution to dissolve the corporation sH all be adopted upon receiving at least a majority of the votes which members present at such meeting or represented by proxy are entitled to cast.
(2) If the corporation has no members or if its members are not entitled to vote on a resolution to dissolve, the dissolution of the corporation may be authorized at a meeting of the board of directors by a majority vote of the directors then in office.
History.—s. 76, ch. 90-179.
617.1403 Articles of dissolution.—
(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Department of State for filing articles of dissolution setting forth:
(a) The name of the corporation;
(b) If the corporation has members entitled to vote on dissolution, the date of the meeting of members at which the resolution to dissolve was adopted, a statement that the number of votes cast for dissolution was sufficient for approval, or a statement that such a resolution was adopted by written consent and executed in accordance with s. 617.0701; and
(c) If the corporation has no members or if its members are not entitled to vote on dissolution, a statement of such fact, the date of the adoption of such resolution by the board of directors, the number of directors then in office, and the vote for the resolution.
(2) A corporation is dissolved upon the effective date of its articles of dissolution.
History.—s. 77, ch. 90-179.
617.1404 Revocation of dissolution.—
(1) A corporation may revoke its dissolution at any time prior to the expiration of 120 days following the effective date of the articles of dissolution.
(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without member action.
(3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Department of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(a) The name of the corporation;
(b) The effective date of the dissolution that was revoked;
(c) The date that the revocation of dissolution was authorized;
(d) If the corporation’s board of directors revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(e) If member action was required to revoke the dissolution, the information required by s. 617.1403(1)(b) or (c), whichever is applicable.
(4) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes conducting its affairs as if dissolution had never occurred.
History.—s. 78, ch. 90-179.
617.1405 Effect of dissolution.—
(1) A dissolved corporation continues its corporate existence but may not conduct its affairs except to the extent appropriate to wind up and liquidate its affairs, including:
(a) Collecting its assets;
(b) Disposing of its properties that will not be distributed in kind pursuant to the plan of distribution of assets adopted under s. 617.1406;
(c) Discharging or making provision for discharging its liabilities;
(d) Distributing its remaining property in accordance with the plan of distribution of assets adopted under s. 617.1406; and
(e) Doing every other act necessary to wind up and liquidate its affairs.
(2) Dissolution of a corporation does not:
(a) Transfer title to the corporation’s property;
(b) Subject its directors or officers to standards of conduct different from those which applied prior to dissolution;
(c) Change quorum or voting requirements for its board of directors or members, change provisions for selection, resignation, or removal of its directors or officers or both, or change provisions for amending its bylaws;
(d) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(f) Terminate the authority of the registered agent of the corporation.
(3) The directors, officers, and agents of a corporation dissolved pursuant to s. 617.1403 sH all not incur any personal liability thereby by reason of their status as directors, officers, and agents of a dissolved corporation, as distinguished from a corporation which is not dissolved.
(4) The name of a dissolved corporation is not available for assumption or use by another corporation until 120 days after the effective date of dissolution unless the dissolved corporation provides the department with an affidavit, executed pursuant to s. 617.01201, authorizing the immediate assumption or use of the name by another corporation.
History.—s. 79, ch. 90-179; s. 39, ch. 2009-205.
617.1406 Plan of distribution of assets.—A plan providing for the distribution of assets, not inconsistent with this act or the articles of incorporation, must be adopted by a corporation in the following manner:
(1) If the corporation has members entitled to vote on a plan of distribution of assets, the board of directors must adopt a resolution recommending a plan of distribution and directing its submission to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof must be given to each member entitled to vote at such meeting in accordance with the articles of incorporation or the bylaws. Such plan of distribution sH all be adopted upon receiving at least a majority of the votes which the members present at such meeting or represented by proxy are entitled to cast.
(2) If the corporation has no members or if its members are not entitled to vote on a plan of distribution, such plan may be adopted at a meeting of the board of directors by a majority vote of the directors then in office.
(3) A plan of distribution of assets must provide that:
(a) All liabilities and obligations of the corporation be paid and discharged, or adequate provisions be made therefor;
(b) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, be returned, transferred, or conveyed in accordance with such requirements;
(c) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, be transferred or conveyed to one or more domestic or foreign corporations, trusts, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, as provided in the plan of distribution of assets;
(d) Other assets, if any, be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or the bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; and
(e) Any remaining assets be distributed to such persons, trusts, societies, organizations, or domestic or foreign corporations, whether for profit or not for profit, as specified in the plan of distribution of assets.
(4) A copy of the plan of distribution of assets, authenticated by an officer of the corporation and containing the officer’s certificate of compliance with the requirements of subsection (1) or subsection (2) must be filed with the Department of State.
History.—s. 81, ch. 90-179.
617.1407 Unknown claims against dissolved corporation.—
(1) A dissolved corporation or successor entity may execute one of the following procedures to resolve payment of unknown claims:
(a) A dissolved corporation or successor entity may file notice of its dissolution with the department on the form prescribed by the department and request that persons having claims against the corporation which are not known to the corporation or successor entity present them in accordance with the notice. The notice must:
1. State the name of the corporation and the date of dissolution;
2. Describe the information that must be included in a claim and provide a mailing address to which the claim may be sent; and
3. State that a claim against the corporation under this subsection is barred unless a proceeding to enforce the claim is commenced within 4 years after the filing of the notice.
(b) A dissolved corporation or successor entity may, within 10 days after filing articles of dissolution with the department, publish a “Notice of Corporate Dissolution.” The notice must appear once a week for 2 consecutive weeks in a newspaper of general circulation in the county in the state in which the corporation has its principal office, if any, or, if none, in a county in the state in which the corporation owns real or personal property. Such newspaper sH all meet the requirements as are prescribed by law for such purposes. The notice must:
1. State the name of the corporation and the date of dissolution;
2. Describe the information that must be included in a claim and provide a mailing address to which the claim may be sent; and
3. State that a claim against the corporation under this subsection is barred unless a proceeding to enforce the claim is commenced within 4 years after the date of the second consecutive weekly publication of the notice.
(2) If the dissolved corporation or successor entity complies with paragraph (1)(a) or paragraph (1)(b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within 4 years after the date of filing the notice with the department or the date of the second consecutive weekly publication, as applicable:
(a) A claimant who did not receive written notice under s. 617.1408(9), or whose claim is not provided for under s. 617.1408(10), regardless of whether such claim is based on an event occurring before or after the effective date of dissolution.
(b) A claimant whose claim was timely sent to the dissolved corporation but on which no action was taken.
(3) A claim may be entered under this section:
(a) Against the dissolved corporation, to the extent of its undistributed assets; or
(b) If the assets have been distributed in liquidation, against a member of the dissolved corporation to the extent of such member’s pro rata share of the claim or the corporate assets distributed to such member in liquidation, whichever is less; however, the aggregate liability of any member of a dissolved corporation may not exceed the amount distributed to the member in dissolution.
History.—s. 40, ch. 2009-205.
617.1407 Unknown claims against dissolved corporation.—
(1) A dissolved corporation or successor entity may execute one of the following procedures to resolve payment of unknown claims:
(a) A dissolved corporation or successor entity may file notice of its dissolution with the department on the form prescribed by the department and request that persons having claims against the corporation which are not known to the corporation or successor entity present them in accordance with the notice. The notice must:
1. State the name of the corporation and the date of dissolution;
2. Describe the information that must be included in a claim and provide a mailing address to which the claim may be sent; and
3. State that a claim against the corporation under this subsection is barred unless a proceeding to enforce the claim is commenced within 4 years after the filing of the notice.
(b) A dissolved corporation or successor entity may, within 10 days after filing articles of dissolution with the department, publish a “Notice of Corporate Dissolution.” The notice must appear once a week for 2 consecutive weeks in a newspaper of general circulation in the county in the state in which the corporation has its principal office, if any, or, if none, in a county in the state in which the corporation owns real or personal property. Such newspaper sH all meet the requirements as are prescribed by law for such purposes. The notice must:
1. State the name of the corporation and the date of dissolution;
2. Describe the information that must be included in a claim and provide a mailing address to which the claim may be sent; and
3. State that a claim against the corporation under this subsection is barred unless a proceeding to enforce the claim is commenced within 4 years after the date of the second consecutive weekly publication of the notice.
(2) If the dissolved corporation or successor entity complies with paragraph (1)(a) or paragraph (1)(b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within 4 years after the date of filing the notice with the department or the date of the second consecutive weekly publication, as applicable:
(a) A claimant who did not receive written notice under s. 617.1408(9), or whose claim is not provided for under s. 617.1408(10), regardless of whether such claim is based on an event occurring before or after the effective date of dissolution.
(b) A claimant whose claim was timely sent to the dissolved corporation but on which no action was taken.
(3) A claim may be entered under this section:
(a) Against the dissolved corporation, to the extent of its undistributed assets; or
(b) If the assets have been distributed in liquidation, against a member of the dissolved corporation to the extent of such member’s pro rata share of the claim or the corporate assets distributed to such member in liquidation, whichever is less; however, the aggregate liability of any member of a dissolved corporation may not exceed the amount distributed to the member in dissolution.
History.—s. 40, ch. 2009-205.
617.1408 Known claims against dissolved corporation.—
(1) A dissolved corporation or successor entity may dispose of the known claims against it by following the procedures described in subsections (2), (3), and (4).
(2) The dissolved corporation or successor entity sH all deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice must:
(a) Provide a reasonable description of the claim that the claimant may be entitled to assert;
(b) State whether the claim is admitted or not admitted, in whole or in part, and, if admitted:
1. The amount that is admitted, which may be as of a given date; and
2. Any interest obligation if fixed by an instrument of indebtedness;
(c) Provide a mailing address where a claim may be sent;
(d) State the deadline, which must be at least 120 days after the effective date of the written notice, by which confirmation of the claim must be delivered to the dissolved corporation or successor entity; and
(e) State that the corporation or successor entity may make distributions thereafter to other claimants and the members of the corporation or persons interested as having been such without further notice.
(3) A dissolved corporation or successor entity may reject, in whole or in part, any claim made by a claimant pursuant to this section by mailing notice of such rejection to the claimant within 90 days after receipt of such claim and, in all events, at least 150 days before expiration of 3 years following the effective date of dissolution. The notice must be accompanied by a copy of this section.
(4) A dissolved corporation or successor entity electing to follow the procedures described in subsections (2) and (3) must also give notice of dissolution to persons having known claims that are contingent upon the occurrence or nonoccurrence of future events, or are otherwise conditional or unmatured, and request that such persons present such claims in accordance with the terms of the notice. The notice must be in substantially the same form, and sent in the same manner, as described in subsection (2).
(5) A dissolved corporation or successor entity sH all offer any claimant whose known claim is contingent, conditional, or unmatured such security as the corporation or entity determines is sufficient to provide compensation to the claimant if the claim matures. The dissolved corporation or successor entity sH all 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 3 years following the effective date of dissolution. If the claimant offered such security does not deliver in writing to the dissolved corporation or successor entity a notice rejecting the offer within 120 days after receipt of such offer, the claimant is deemed to have accepted such security as the sole source from which to satisfy his or her claim against the corporation.
(6) A dissolved corporation or successor entity that has given notice in accordance with subsections (2) and (4) sH all petition the circuit court in the county where the corporation’s principal office is located or was located on the effective date of dissolution to determine the amount and form of security which is sufficient to provide compensation to a claimant who has rejected the offer for security made pursuant to subsection (5).
(7) A dissolved corporation or successor entity that has given notice in accordance with subsection (2) sH all petition the circuit court in the county where the corporation’s principal office is located or was located on the effective date of dissolution to determine the amount and form of security which is sufficient to provide compensation to claimants whose claims are known to the corporation or successor entity but whose identities are unknown. The court sH all appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this subsection. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, sH all be paid by the petitioner in such proceeding.
(8) The giving of any notice or making of any offer pursuant to this section does not revive any claim then barred, does not constitute acknowledgment by the dissolved corporation or successor entity that any person to whom such notice is sent is a proper claimant, and does not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom such notice is sent.
(9) A dissolved corporation or successor entity that has followed the procedures described in subsections (2)-(7) sH all:
(a) Pay the claims admitted or made and not rejected in accordance with subsection (3);
(b) Post the security offered and not rejected pursuant to subsection (5);
(c) Post any security ordered by the circuit court in any proceeding under subsections (6) and (7); and
(d) Pay or make provision for all other known obligations of the corporation or the successor entity. Such claims or obligations sH all be paid in full, and any provision for payments sH all be made in full if there are sufficient funds. If there are insufficient funds, the claims and obligations sH all be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of funds legally available for payment. Any remaining funds sH all be distributed in accordance with s. 617.1406; however, such distribution may not be made until 150 days after the date of the last notice of rejections given pursuant to subsection (3). In the absence of actual fraud, the judgment of the directors of the dissolved corporation or the governing persons of the successor entity as to the provisions made for the payment of all obligations under this paragraph is conclusive.
(10) A dissolved corporation or successor entity that has not followed the procedures described in subsections (2) and (3) sH all pay or make reasonable provision to pay all known claims and obligations, including all contingent, conditional, or unmatured claims known to the corporation or the successor entity and all claims that are known to the dissolved corporation or the successor entity but for which the identity of the claimant is unknown. Such claims sH all be paid in full, and any provision for payment made sH all be made in full if there are sufficient funds. If there are insufficient funds, such claims and obligations sH all be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of funds legally available for payment thereof. Any remaining funds sH all be distributed in accordance with s. 617.1406.
(11) Directors of a dissolved corporation or governing persons of a successor entity that has complied with subsection (9) or subsection (10) are not personally liable to the claimants of the dissolved corporation.
(12) A member of a dissolved corporation the assets of which were distributed pursuant to subsection (9) or subsection (10) is not liable for any claim against the corporation greater than the member’s pro rata share of the claim or the amount distributed to the member, whichever is less.
(13) A member of a dissolved corporation, the assets of which were distributed pursuant to subsection (9), is not liable for any claim against the corporation which is known to the corporation or successor entity and on which a proceeding is begun after the expiration of 3 years following the effective date of dissolution.
(14) The aggregate liability of any member of a dissolved corporation for claims against the dissolved corporation may not be greater than the amount distributed to the member in dissolution.
History.—s. 41, ch. 2009-205.