CopyCited 24 times | Published | District Court, N.D. Florida | 1995 U.S. Dist. LEXIS 11519, 1995 WL 488330
...Quigley and find that Miner, not the Miner Corp., owned the property sold at the foreclosure sale. As the Bankruptcy Judge noted in his written order denying the motion for rehearing, Section 607.310 was repealed, effective July 1, 1990, and replaced by Section 607.1405. The new statute provides in pertinent part: 607.1405....
...ce but may not carry on any business except that appropriate to wind up and liquidate its business and affairs . . . * * * * * * (2) Dissolution of a corporation does not: (a) Transfer title to the corporation's property; Under the plain language of Section 607.1405, equitable title to a dissolved corporation's property no longer passes to the corporate directors at the time of the dissolution. Judge Killian held that this statutory change in Florida law had negated the basis of his decision in Hall v. Quigley , and that Hall was no longer the law of Florida. He found that under Section 607.1405, title to the property of Miner Corp....
..."It is axiomatic that the interpretation of a statute must begin, and usually ends, with the text of the statute." Boca Ciega Hotel, Inc. v. Bouchard Transportation Co.,
51 F.3d 235, 237 (11th Cir.1995). It is difficult to conceive of a more unambiguous wording than that contained in Section
607.1405(2)(a)....
CopyCited 18 times | Published | Florida 2nd District Court of Appeal | 1999 WL 445693
...Gordimer and company also contend that we must affirm the dismissals as to them under the principle that compels us to approve a correct result even if the lower court has reached it for the wrong reason. See DSA Group, Inc. v. Gonzalez,
555 So.2d 1234 (Fla. 2d DCA 1989). Specifically, the accountants point out that sections
607.1405(1) and 607.1421(3), Florida Statutes (1997), restrict a dissolved corporation's activities....
...Routh,
493 So.2d 1131 (Fla. 4th DCA 1986). In 1989, the legislature substantially altered the foregoing scheme with extensive amendments to Florida's corporation laws, effective July 1, 1990. See ch. 89-154, Laws of Fla. As part of this revision, the lawmakers enacted section
607.1405, Florida Statutes (1989)....
...Further, dissolution of a corporation does not "[p]revent commencement of a proceeding by or against the corporation in its corporate name," or "[a]bate or suspend a proceeding pending by or against the corporation on the effective date of dissolution[.]" § 607.1405(2)(e), (f), Fla....
...e Corporation Act no longer provides for the transfer of corporate assets to trustees, nor does it make specific provision for the survival of remedies for three years following dissolution. Corporate dissolution is not without consequence, however. Section 607.1405(1) declares that a dissolved corporation "may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (a) Collecting its assets; (b) Disposing of its properties that will not be...
...ty among its shareholders according to their interests; and (e) Doing every other act necessary to wind up and liquidate its business and affairs." Gordimer and his firm maintain that the restrictions on doing business set forth in subsection (1) of section 607.1405 limit a dissolved corporation's right to bring suit, as provided in subsection (2)....
...ts to protect or vindicate interests associated with the dissolved corporation's legitimate activities. Certainly, engaging accountants was not inconsistent with LZD's status as a dissolved corporation. Notwithstanding the corporation's dissolution, section 607.1405 did not diminish the fiduciary and professional duties owed to LZD by the accountants, nor did it deprive LZD of the right to sue to recover damages caused by the violation of those duties. Having determined that section 607.1405 would not have justified dismissal of LZD's suit against the accountants, we must examine one other potential impediment to its right to maintain the action....
...r ways. Thus, for example, section 607.1421(3) provides that an administratively dissolved corporation "continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under s.
607.1405...." The exception derives from section
607.1622(8), Florida Statutes (1997), which declares that any corporation failing to file its annual report with the Department of State shall not be permitted to maintain or defend any action in an...
...of Florida, Inc.,
681 So.2d 826 (Fla. 5th DCA 1996), the Fifth District determined that this statute does not prevent an administratively dissolved corporation from suing to collect assets as part of the winding up and liquidation process permitted by section
607.1405(1). We have already stated our conclusion that, insofar as LZD complained of conduct predating the corporation's dissolution, section
607.1405(1) permitted it to sue to reduce its causes of action to judgment....
CopyCited 16 times | Published | Florida 2nd District Court of Appeal | 1993 WL 461997
...As to Stoeffler's attempted service of process on Riden I, section
48.101, Florida Statutes (1991) [2] specifically directs that service of process upon a dissolved corporation "shall" be made upon one or more of the directors as trustees of the dissolved corporation. Stoeffler argues that pursuant to section
607.1405(2)(g) [3] service can be made upon the registered agent of a dissolved corporation because the dissolution does not terminate the authority of the registered agent....
... Process against the directors of any corporation which is dissolved as trustees of the dissolved corporation shall be served on one or more of the directors of the dissolved corporation as trustees thereof and binds all of the directors of the dissolved corporation as trustees thereof. [3] Section 607.1405(2)(g) provides, in part, Effect of dissolution ......
CopyCited 15 times | Published | Florida 3rd District Court of Appeal | 2002 WL 2008195
...does not discharge the obligations of a third-party guarantor of that debt); see also 11 U.S.C. § 524(e) (1993). When Delson Design was dissolved, all of its assets, including the 1988 notes, were distributed to the sole shareholder, Mendelson. See § 607.1405(1)(d), Fla....
CopyCited 12 times | Published | United States Bankruptcy Court, N.D. Florida | 8 Fla. L. Weekly Fed. B 293, 1994 Bankr. LEXIS 2107, 1994 WL 739271
...Based on that equitable interest as the beneficiary of the statutory trust created under § 607.301, I held that the debtor had standing to bring an action to recover corporate property which had been transferred. However, § 607.301 was repealed effective July 1, 1990 and replaced by § 607.1405....
CopyCited 10 times | Published | Florida 1st District Court of Appeal | 2000 Fla. App. LEXIS 7597, 2000 WL 795287
...e to Quality, not to Mr. Hill individually. At the time the motion to dismiss was filed, Quality had been dissolved. An administratively dissolved corporation is not, however, precluded from bringing or defending an action in its corporate name. See § 607.1405(2)(e), Fla....
CopyCited 10 times | Published | Florida 5th District Court of Appeal | 2008 Fla. App. LEXIS 9160, 2008 WL 2465568
...Capponi as DGG's "officer/administrator," it was ineffective on its face to convey title, as it was not executed in compliance with either of the conveyancing statutes. While conceding that the deed from DGG to the Capponis did not comply with section
692.01, the Grantees argue that section
607.1405, Florida Statutes (2001), validates the deed that Mr. Capponi executed to himself and his wife, as the corporation was dissolved at the time. We disagree. Section
607.1405 provides that a corporation continues its corporate existence after dissolution and has the power to transfer title to its property and do other acts necessary to wind up and liquidate the business. We construe the statute to mean that a conveyance of a dissolved corporation's real property may be made in the same manner as required before dissolution in order to convey title. We do not accept the Grantees' contention that section
607.1405 validates a conveyance not otherwise in compliance with one of the conveyancing statutes or expands the category of persons expressly authorized by statute to execute a deed on behalf of a corporation....
CopyCited 7 times | Published | Florida 4th District Court of Appeal | 2002 WL 1758254
...8) that an annual report be filed and fees and taxes due be paid. In Cygnet the fifth district held that section
607.1622(8) pertains only to existing corporations which have failed to file annual reports, not corporations which have been dissolved. Section
607.1405(1), Florida Statutes (1999) authorizes a dissolved corporation to carry on business "appropriate to wind up and liquidate its business and affairs." That statute also provides that the dissolution of a corporation does not "prevent commencement of a proceeding by or against the corporation in its corporate name." §
607.1405(2)(e), Fla....
...This would have to be the longest winding-up for a closely held corporation in history. Nevertheless, even if we were to ignore these two problems and address the issue on the merits, I do not find a true conflict between Vacation Break and Cygnet Homes. Section 607.1405(1), Florida Statutes (1999) allows a dissolved corporation to carry on business and engage in litigation, but only as "appropriate to wind up and liquidate its business and affairs." In Cygnet Homes, the court made plain that the suit was involved in winding up corporate affairs....
...orts and pay its taxes. There is absolutely no suggestion in Vacation Break that the lessee was maintaining the lease in order to wind up its affairs or that the litigation even had anything to do with winding up the corporation's affairs. Clearly section 607.1405(1), Florida Statutes (1999) barred the lessee's defense of the lease payment action until it remedied its statutory dereliction by filing its reports, paying its taxes, and getting itself reinstated....
CopyCited 6 times | Published | Florida 5th District Court of Appeal | 1996 Fla. App. LEXIS 10450, 1996 WL 583161
...Appellee has moved to dismiss this appeal on the grounds that section
607.1622(8), Florida Statutes (1995) bars an administratively dissolved Florida corporation from maintaining any action in the courts of this state. Appellant contends that sections 607.1421(3) and
607.1405(2)(e), Florida Statutes (1995) permit a dissolved corporation to commence proceedings in its own name as long as it is necessary to wind up and liquidate its business....
...t to the Department of State. Section 607.1421(3), says that an administratively dissolved corporation "continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under s.
607.1405...." Section
607.1405(2)(e), provides, "Dissolution of a corporation does not prevent commencement of a proceeding by or against the corporation in its corporate name." A proceeding is defined as including "civil suits and criminal, administrative, and investigatory action." §
607.01401(20), Fla....
CopyCited 6 times | Published | United States Bankruptcy Court, N.D. Florida | 25 Collier Bankr. Cas. 2d 720, 1991 Bankr. LEXIS 1269, 1991 WL 170965
...g from a non-collusive tax sale of the property. Accordingly, the defendants' motion shall be granted and the complaint dismissed. A separate order will be entered in accordance herewith. DONE AND ORDERED. NOTES [1] Fla.Stat. 607.301 was repealed by § 607.1405 effective July 1, 1990....
CopyCited 5 times | Published | Florida 2nd District Court of Appeal | 1996 WL 16585
...instead process was served upon a former registered agent, the service was invalid and the judgment based upon that service was void. Stoeffler v. Castagliola,
629 So.2d 196 (Fla. 2d DCA 1993), rev. denied,
639 So.2d 976 (Fla. 1994). We realize that section
607.1405(2)(g), Florida Statutes (1991), provides that dissolution of a corporation does not terminate the authority of the registered agent. However, since section
48.101 is specific and provides the only method by which process can be personally served on a dissolved corporation, section
607.1405(2)(g) does not make service on the registered agent valid as it would if the corporation had not been dissolved....
CopyCited 5 times | Published | District Court, M.D. Florida | 1995 U.S. Dist. LEXIS 2177, 1995 WL 76928
...Rather, ACME points to the decedent owner of the sole proprietorship as the responsible party for purposes of CERCLA liability. Plaintiff asserts that Rule 17(b) Fed.R.Civ. P., provides the basis for analyzing whether a dissolved corporation has the capacity to sue or be sued. Section 607.1405(2)(e), Fla.Stat....
CopyCited 4 times | Published | United States Bankruptcy Court, M.D. Florida | 1991 WL 58825
...By way of analogy, it also may be noted that it has been a well established provision of the corporate law of this State that the dissolution of a corporation does not destroy the legal entity and certainly preserves the capacity of a dissolved corporation to sue or to be sued through its last surviving directors. Fla.Stat. § 607.1405....
CopyCited 4 times | Published | Florida 5th District Court of Appeal | 1998 Fla. App. LEXIS 19, 1998 WL 2512
...uld be served. Section
48.101 did that. With the 1989 overhaul of the corporations chapter, however, the necessity of providing for service on the directors, as trustees, was abrogated. Chapter 89-154, Laws of Florida, currently codified at sections
607.1405 and 607.1421, Florida Statutes (1995), changed the substantive law applicable to dissolved corporations. Section
607.1405, Florida Statutes (1995), "Effect of dissolution," provides in pertinent part: (1) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, .......
...f administrative dissolution," provides in pertinent part: (3) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under s. 607.1405 and notify claimants under s....
CopyCited 4 times | Published | District Court, M.D. Florida | 2003 U.S. Dist. LEXIS 13136, 2003 WL 1870953
...time this action was initiated, Jackson was operating under the trade name, S.B. Trucking. See id. This is problematic from a jurisdictional standpoint because under Florida law "a dissolved corporation continues its corporate existence." Fla. Stat. § 607.1405....
CopyCited 3 times | Published | Florida 4th District Court of Appeal | 1998 Fla. App. LEXIS 11639, 1998 WL 634941
...s Corporation Act, effective on July 1, 1990, [1] which changed the law to provide that a dissolved corporation continues to retain title to its property, and that the authority of the dissolved corporation's registered agent does not terminate, see § 607.1405(1)(a) & (g), 607.1421(5), Fla....
CopyCited 3 times | Published | Florida 4th District Court of Appeal | 2000 WL 1153971
...state until such report is filed and all fees and *282 taxes due under this act are paid and shall be subject to dissolution or cancellation of its certificate of authority to do business as provided in this act. (Emphasis added) Appellant relies on section 607.1405, Florida Statutes. Pursuant to section 607.1405, a dissolved corporation continues its corporate existence for the purpose of winding up and liquidating its affairs. Among other acts, it may make provision for the discharging of its liabilities, § 607.1405(1)(c). Subsection 607.1405(2) provides that dissolution does not prevent commencement of a proceeding by or against the corporation in its corporate name or suspend a proceeding pending by or against the corporation....
...5th DCA 1998); Cygnet Homes, Inc. v. Kaleny Limited of Florida,
681 So.2d 826 (Fla. 5th DCA 1996). See also Wong v. Gonzalez & Kennedy, Inc.,
719 So.2d 937 (Fla. 4th DCA 1998), cause dismissed,
743 So.2d 508 (Fla.1999). The issue on appeal is whether section
607.1405 modifies the requirement that a corporation, which has been dissolved for failure to file annual reports and pay fees, is required to reinstate its corporate status in order to defend an action filed against it. See generally, Marinelli v. Weaver,
208 So.2d 489 (Fla. 2d DCA 1968). We conclude that it does not. Section
607.1405 and section
607.1622(8) are readily harmonized....
...Clearly, a dissolved corporation can maintain and defend lawsuits in winding up its business affairs; however, where the dissolved corporation has been administratively dissolved for failure to file an annual report, it may not do so without first filing the report and paying the statutory fees. Section
607.1405(2)(e) applies to the types of corporate dissolutions contemplated by sections
607.1401 (dissolution by incorporators or directors), and
607.1402 (dissolution by board of directors and shareholders), Florida Statutes (1999), and not to the involuntary dissolution described in section
607.1622(8)....
CopyCited 3 times | Published | Florida 1st District Court of Appeal | 2007 WL 2301268
...However, this rule has been altered in Florida insofar as "[a] dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including . . . [d]ischarging or making provision for discharging its liabilities[.]" § 607.1405(1)(c), Fla....
CopyCited 3 times | Published | United States Bankruptcy Court, M.D. Florida | 2001 Bankr. LEXIS 727, 2001 WL 435353
...t and inventory. A. Transfer of property to debtor/shareholder by operation of law upon dissolution Under Florida law, no legal or equitable interest passes to the shareholders, directors, or officers of a corporation upon dissolution. See FLA.STAT. § 607.1405(2)(a) (2001)....
...o object to a potentially fraudulent transfer of the dissolved corporation's assets. See Miner v. Bay Bank & Trust Co. (In re Miner),
185 B.R. 362, 366 (N.D.Fla.1995). The district court in Miner approved the bankruptcy court's finding that "[u]nder Section
607.1405, title to the property of Miner Corp....
...nder § 541 and therefore that Plaintiff may not force turnover of said equipment and inventory. First, the Court finds that Plaintiff did not acquire any interest in the property by operation of law upon the dissolution of Toxic Tony's. Pursuant to § 607.1405(2), no legal or equitable interest in Toxic Tony's corporate assets passed to Plaintiff, Toxic Tony's sole shareholder, at the moment of dissolution....
CopyCited 2 times | Published | Florida 1st District Court of Appeal | 2007 Fla. App. LEXIS 14681, 2007 WL 2733935
...ion. Accordingly, plaintiff may maintain and defend this action. Section 607.1421(3), Florida Statutes, states that administratively dissolved corporations cannot carry on business, but it may wind up and liquidate its business and affairs. See also section 607.1405(2)(e), Florida Statutes (stating that the "[d]issolution of a corporation does not ....
CopyCited 2 times | Published | Supreme Court of Florida | 26 Fla. L. Weekly Supp. 754, 2001 Fla. LEXIS 2273, 2001 WL 1422463
...all of the directors of the dissolved corporation as trustees thereof. Process against any other dissolved corporation shall be served in accordance with s.
48.081. §
48.101, Fla. Stat. (2000). [1] In reply to this argument, the Cannellas rely upon section
607.1405(2)(g), Florida Statutes (1991), which, at the time of the service in this case, provided that "[d]issolution of a corporation does not ......
...orporation was to be upon a director as trustee, but contained no express statement that service could be made upon the corporation's registered agent. Nor did chapter 607 contain any provision that expressly addressed service of process; therefore, section
607.1405(2)(g) could not control the method of such service in this case. Moreover, we find that the 1989 amendments to section
607.1405 did not repeal by implication the express requirements of section
48.101....
...The accident which created the cause of action in this case occurred on October 23, *99 1989, approximately ten months after Mock's incorporation. At that time, and at all times thereafter, Monica Mock was the only person ever listed with the State of Florida for any position with Mock. In 1992, section 607.1405(5), Florida Statutes, would have permitted the appointment of a trustee, but only for "any property owned or acquired by the corporation." However, on June 3, 1992, when Monica Mock, the only person listed with the State of Florida f...
CopyCited 2 times | Published | United States Bankruptcy Court, M.D. Florida | 11 Fla. L. Weekly Fed. B 163, 1998 Bankr. LEXIS 87, 32 Bankr. Ct. Dec. (CRR) 84, 1998 WL 42212
...Aquilino v. United States,
363 U.S. 509, 514,
80 S.Ct. 1277, 1280-81,
4 L.Ed.2d 1365 (1960). Under Florida law the dissolution of a corporation does not operate to transfer *897 an interest in the corporation's property to the corporation's shareholder. §
607.1405(2), Fla....
CopyCited 2 times | Published | Florida 3rd District Court of Appeal | 2017 WL 621242, 2017 Fla. App. LEXIS 2029
...Second, even if a proper party on a proper basis had moved for judicial
dissolution of these corporations, dissolving these corporations would not have
placed their assets in Reverend Wilson or his estate’s hands. Among other things,
and as section 607.1405 of the Florida Statutes makes clear, dissolving a
corporation does not transfer title, that is, ownership, of a corporation’s assets. See
§ 607.1405, Fla....
...(b) The corporation has admitted in writing that the creditor’s claim is
due and owing and the corporation is insolvent.
(4) In a proceeding by the corporation to have its voluntary
dissolution continued under court supervision.
3 Section 607.1405 Fla....
CopyCited 2 times | Published | District Court, N.D. Florida | 2001 U.S. Dist. LEXIS 12872, 2001 WL 957763
...Plaintiffs, on the other hand, contend that their motivation for joining Escambia Treating is irrelevant as long as they intend to obtain a judgement against that defendant. Undisputably, Florida law permits an aggrieved party to sue a dissolved corporation. See FLA.STAT.ANN. § 607.1405(2)(e) (West 2001); Ron's Quality Towing, Inc....
CopyCited 1 times | Published | Florida 4th District Court of Appeal | 2009 Fla. App. LEXIS 14085, 2009 WL 3018149
...The motion alleged that the plaintiff could no longer maintain the cause of action because it did not have a certificate of authority to transact business in Florida, pursuant to section
607.1502(1), Florida Statutes. In opposition, the plaintiff relied on sections
607.1405(1) and 607.1421(3) and case law to argue that a change in corporate status does not preclude a corporate entity from pursuing or completing litigation as part of winding up its activities....
...We agree with the plaintiff. Section 607.1421(3) provides in part: "A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under s. 607.1405 and notify claimants under s....
...ing liabilities and taking related actions, which may include "bringing or defending legal proceedings associated with winding up or liquidation." Allied Roofing Indus., Inc. v. Venegas,
862 So.2d 6, 8 (Fla. 3d DCA 2003) (citing §§ 607.1421(3) and
607.1405(1), Fla....
...One such activity is "[m]aintaining, defending, or settling any proceeding." §
607.1501(2)(a), Fla. Stat. At the hearing, plaintiff's counsel correctly argued that the plaintiff was not currently active and was not transacting business; rather, it was simply winding up its affairs under section
607.1405(1)(a)....
CopyCited 1 times | Published | Florida 2nd District Court of Appeal | 2014 WL 7202711
...While administratively
dissolved corporations are generally permitted to wind up their affairs, see
-6-
§ 607.1421(3), and while administrative dissolution does not generally "[p]revent
commencement of a proceeding by or against the corporation in its corporate name,"
§
607.1405(2)(e), these general rules do not apply to the specific circumstance of a
corporation administratively dissolved for failing to file its annual report. Instead, for
those corporations, the specific provisions of section
607.1622(8) control over the more
general provisions of section
607.1405(2)(e)....
CopyCited 1 times | Published | District Court, S.D. Florida | 2010 U.S. Dist. LEXIS 94328, 2010 WL 3368655
...authorization. [5] Although Multivision TV was administratively dissolved by the State of Florida in 2004, dissolution of a corporation does not "[p]revent commencement of a proceeding by or against the corporation in its corporate name." Fla. Stat. § 607.1405(2)(e)....
CopyPublished | Florida 3rd District Court of Appeal
...As to the final judgment, Morburger contends that the operative
complaint should have been dismissed because Yellow Funding was
administratively dissolved and was therefore not authorized to pursue the
foreclosure action against him under section
607.1405, Fla. Stat. (2019). We
reject this argument and reaffirm our alignment with the holding of our sister
court in Hock v. Triad Guaranty Ins. Corp.,
292 So. 3d 37, 39 (Fla. 2d DCA
2020), that the right to wind up under section
607.1405 “applies equally to
corporations that are voluntarily dissolved and to corporations that are
administratively dissolved.” See New Life Rehab Med....
CopyPublished | Court of Appeals for the Eleventh Circuit
Argued: Apr 17, 2024
...and affairs,” which include both
“[d]ischarging or making provision for discharging its liabilities”
and “[m]aking distributions of its remaining assets among its share-
holders according to their interests.” Id. at § 607.1405(1)(c)–(d).
USCA11 Case: 23-10922 Document: 31-1 Date Filed: 05/06/2024 Page: 8 of 11
8 Opinion of the Court 23-10922
III....
CopyPublished | District Court, S.D. Florida | 2017 U.S. Dist. LEXIS 41315, 2017 WL 1091936
...In this case, the Receiver chose to sue a domestic corporation, and that choice controls. Second, a dissolved corporation is not immune from litigation, because, under Florida law, its “corporate existence” continues after dissolution. Levine v. Levine,
734 So.2d 1191, 1196 (Fla. 2nd DCA 1999) (citing Fla. Stat. §
607.1405 (2)(e), (f))....
CopyPublished | Florida 3rd District Court of Appeal
...2d DCA 2020), found
section
607.1622(8), Florida Statutes (2018), precludes such a corporation
from actively pursuing litigation. 2
Under the Florida Business Corporation Act (the “Act”), codified in
chapter 607, Florida Statutes, an administratively dissolved corporation
continues its corporate existence. See §
607.1405(1), Fla....
...of Fla., Inc.,
681 So. 2d 826, 826 (Fla. 5th DCA 1996). Their decisions hold that, while
not without other consequences, administrative dissolution does not
“[p]revent commencement of a proceeding by or against the corporation in
its corporate name.” §
607.1405(2)(e), Fla....
CopyPublished | United States Bankruptcy Court, S.D. Florida.
...s argue that under state law, dissolved corporations like AGA and Rich still are authorized to take actions to wind up their affairs. They argue that obtaining the unclaimed funds is within the scope of these statutes, in particular Florida Statutes § 607.1405 and Nevada Revised Statutes § 78.585....
...§ 347(b) and thus have no right to the funds. Second, even if these statutes could be considered in evaluating the Motions, recovery of unclaimed funds following the liquidation of a company's assets in a Chapter 11 case is not an act authorized by these statutes. Florida Statutes § 607.1405 states: (1) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (a) Collecting its assets; (b) Disposing of its...
...making provision for discharging its liabilities; (d) Distributing its remaining property among its shareholders according to their interests; and (e) Doing every other act necessary to wind up and liquidate its business and affairs. Fla. Stat. Ann. § 607.1405(1) (West 2011)....
