Florida Statute 607.1420 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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607.1420 Administrative dissolution.—

(1) The department may dissolve a corporation administratively if the corporation does not:

(a) Deliver its annual report to the department by 5 p.m. Eastern Time on the third Friday in September of each year;

(b) Pay a fee or penalty due to the department under this chapter;

(d) Deliver for filing a statement of change under s. 607.0502 within 30 days after a change has occurred in the name or address of the agent unless, within 30 days after the change occurred:

1. The agent filed a statement of change pursuant to s. 607.05031; or

2. The change was made in accordance with s. 607.0502(4);

(e) The corporation has failed to answer truthfully and fully, within the time prescribed by this chapter, interrogatories propounded by the department; or

(f) The corporation’s period of duration stated in its articles of incorporation expires.

(2) Administrative dissolution of a corporation for failure to file an annual report must occur on the fourth Friday in September of each year. The department shall issue a notice in a record of administrative dissolution to the corporation dissolved for failure to file an annual report. Issuance of the notice may be by electronic transmission to a corporation that has provided the department with an e-mail address.

(3) If the department determines that one or more grounds exist for administratively dissolving a corporation under paragraph (1)(b), paragraph (1)(c), or paragraph (1)(d), the department shall serve notice in a record to the corporation of its intent to administratively dissolve the corporation. Issuance of the notice may be by electronic transmission to a corporation that has provided the department with an e-mail address.

(4) If, within 60 days after sending the notice of intent to administratively dissolve pursuant to subsection (3), a corporation does not correct each ground for dissolution under paragraph (1)(b), paragraph (1)(c), or paragraph (1)(d) or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist, the department shall dissolve the corporation administratively and issue to the corporation a notice in a record of administrative dissolution that states the grounds for dissolution. Issuance of the notice of administrative dissolution may be by electronic transmission to a corporation that has provided the department with an e-mail address.

(5) A corporation that has been administratively dissolved continues in existence but may only carry on activities necessary to wind up its activities and affairs, liquidate and distribute its assets, and notify claimants under ss. 607.1405, 607.1406, and 607.1407.

(6) The administrative dissolution of a corporation does not terminate the authority of its registered agent for service of process.

History.—s. 127, ch. 89-154; s. 156, ch. 90-179; s. 9, ch. 2009-72; s. 185, ch. 2019-90.

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Amendments to 607.1420

Annotations, Discussions, Cases:

Cases Citing Statute 607.1420

Total Results: 4 | Sort by: Relevance | Newest First

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Levine v. Levine, 734 So. 2d 1191 (Fla. 2d DCA 1999).

Cited 18 times | Published | Florida 2nd District Court of Appeal | 1999 WL 445693

...Arguably, however, section 607.1622(8) would preclude an administratively dissolved corporation's suit on a cause of action accruing after its dissolution. But this would be the case only if the corporation was administratively dissolved for failing to file its annual report. Under section 607.1420(1), Florida Statutes (1997), the Department of State may administratively dissolve a corporation for any of several reasons, including but not limited to its failure to file an annual report....

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Polk Cty. Rand v. State Dept. Legal, 666 So. 2d 279 (Fla. 2d DCA 1996).

Cited 5 times | Published | Florida 2nd District Court of Appeal | 1996 WL 16585

...4th DCA), cert. denied, 201 So.2d 558 (Fla. 1967). See also Falkner v. Amerifirst Fed. Sav. & Loan Ass'n, 489 So.2d 758 (Fla. 3d DCA 1986). We do not know why the corporation was dissolved in the East Auto case. It could have been dissolved for various reasons. § 607.1420....

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Sam's West, Inc. v. Sydney Silverman (11th Cir. 2024).

Published | Court of Appeals for the Eleventh Circuit

Argued: Apr 17, 2024

...Stat § 607.06401(3). “A corporation that has been administratively dissolved con- tinues in existence but may only carry on activities necessary to wind up its activities and affairs, liquidate and distribute its assets, and notify claimants . . . .” Id. at § 607.1420(5)....

...ing Florida’s Rule of Priorities makes piercing the corporate veil appropriate. The impropriety here became even more pro- nounced after Florida administratively dissolved WPP, which se- verely restricted the actions of the corporation. See id. § 607.1420(5). This analysis does not change because WPP was organized as an S corporation....

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First Coast Restaurants, Inc. v. Vogel, 592 So. 2d 1258 (Fla. Dist. Ct. App. 1992).

Published | District Court of Appeal of Florida | 1992 Fla. App. LEXIS 904, 1992 WL 18544

...we do not address First Coast's remaining arguments. Specifically, we do not address First Coast’s contention that section 329.10, as applied, violated its constitutional due process rights. . § 607.271(2)(a), Fla.Stat. (1987) (current version at § 607.1420(l)(a), Fla.Stat....

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