CopyCited 18 times | Published | Florida 2nd District Court of Appeal | 1999 WL 445693
...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 any court of this state until such report is f...
...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. Arguably, however, section
607.1622(8) would preclude an administratively dissolved corporation's suit on a cause of action accruing after its dissolution....
...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. The record in this case fails to disclose the reason for LZD's administrative dissolution. Therefore, section
607.1622(8) would not have justified dismissing its suit....
CopyCited 9 times | Published | Florida 4th District Court of Appeal | 2003 WL 21458581
...ion owed to corporation). As to Appellees' cross-appeal, we also reverse. The trial court dismissed counts I and II, brought on behalf of Buyers Choice, because it had been administratively dissolved for failing to file annual reports as required by section 607.1622(8), Florida Statutes (1999)....
...This court, however, has recently receded from that opinion. See Nat'l Judgment Recovery Agency, Inc. v. Harris,
826 So.2d 1034 (Fla. 4th DCA 2002). In Vacation Break, this court held that a corporation, which had been administratively dissolved for failure to comply with section
607.1622(8), could not defend a lawsuit until it complied with the requirements *204 of that statute by filing an annual report and paying the fees and taxes that were due....
CopyCited 8 times | Published | Florida 3rd District Court of Appeal | 2003 Fla. App. LEXIS 10825, 2003 WL 21658275
...and second, because but for Allied's misrepresentation that it was merely winding down, the court would have dismissed the action at that time. The court also discharged Allied's lien and vacated its lis pendens. Allied timely appealed. We reverse. Section 607.1622 of the Florida Statutes (2003) requires corporations to file annual reports with, and to pay fees and taxes to, the Department of State. Failure to do so deprives a corporation of the right to "maintain or defend any action in any court of this state until such report is filed and all fees and taxes due" are paid. § 607.1622(8), Fla....
CopyCited 7 times | Published | Florida 2nd District Court of Appeal | 2005 WL 1412043
...NOTES [1] We note that the defendants also contend that the court erred in entering the temporary injunction on behalf of Antioch Farms Feed & Grain Corp., which allegedly had been administratively dissolved for failure to file its annual fees and taxes prior to the institution of this lawsuit. Section 607.1622(8), Florida Statutes (2003), prohibits a dissolved corporation from maintaining any action in any court of this state....
CopyCited 7 times | Published | Florida 4th District Court of Appeal | 2002 WL 1758254
...y and had not been reinstated. In doing so the trial court followed Vacation Break, which it was bound to do. In the present case, as in Vacation Break, the corporation was administratively dissolved for failing to file annual reports as required by section 607.1622(8), Florida Statutes (1999), which provides: Any corporation failing to file an annual report which complies with the requirements of this section shall not be permitted to maintain or defend any action in any court of this state unt...
...rovided in this act. (Emphasis added). In Vacation Break we held that a corporation, which had been administratively dissolved because of failure to comply with the above statute, could not defend a lawsuit until it complied with the requirements of section 607.1622(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....
CopyCited 6 times | Published | Florida 5th District Court of Appeal | 1996 Fla. App. LEXIS 10450, 1996 WL 583161
...Krieg of Mario, Moreau, McDonald and Krieg, Cocoa, for Appellant. Kenneth C. Crooks of Dean, Mead, Spielvogel, Goldman & Boyd, Melbourne, for Appellee. ON MOTION TO DISMISS DAUKSCH, Judge. 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. We agree with appellant. Section
607.1622, Florida Statutes (1995) pertains to an undissolved corporation's requirement to provide the Department of State with a sworn annual report. When read within the context of section
607.1622, it is evident that section
607.1622(8) provides the penalty for an undissolved corporation's failure to submit its annual report to the Department of State....
CopyCited 5 times | Published | District Court, S.D. Florida
...Progressive has requested that the Court take judicial notice of public records showing that Fulton was administratively dissolved by the State of Florida on September 24, 2010, for failing to file an annual report. [ECF No. 77]; Progressive argues that under Florida Statute § 607.1622(8), Fulton cannot defend itself in this action or file or defend against subsequent lawsuits stemming from the policy....
CopyCited 3 times | Published | Florida 4th District Court of Appeal | 2000 WL 1153971
...d for failure to file its annual report. The trial court granted Appellant thirty days to file proof that it had established active corporate status with the Secretary of State. Upon its failure to do so, the default order was subsequently rendered. Section 607.1622(8), Florida Statutes (1999), provides: Any corporation failing to file an annual report which complies with the requirements of this section shall not be permitted to maintain or defend any action in any court of this state until suc...
...o 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....
...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 2nd District Court of Appeal | 2013 WL 4081011, 2013 Fla. App. LEXIS 12630
...We grant the writ of certiorari, quash the order below, and remand for further proceedings. DAVIS, C.J., and BLACK, J„ Concur. . THMI’s status as a corporation permitted to conduct business in Florida was revoked in 2004 for failure to file an annual report with the Department of State. Section 607.1622(8), Florida Statutes (2004), provided: Any corporation failing to file an annual report which complies with the [filing] requirements of this section shall not be permitted to maintain or defend any action in any court of this state...
CopyCited 2 times | Published | Florida 1st District Court of Appeal | 2007 Fla. App. LEXIS 14681, 2007 WL 2733935
...te "that the judgment or decree is void"). Locklin has asserted two reasons that the judgment was void: (i) he did not receive notice of the hearing that resulted in the judgment, citing Greisel v. Gregg,
733 So.2d 1119 (Fla. 5th DCA 1999), and (ii) section
607.1622(8), Florida Statutes, prohibits a corporation that fails to file an annual report to maintain or defend any action until all fees and taxes due are paid....
...s not void for lack of notice. Second, we agree with the trial court's rejection of Locklin's statutory argument relating to the administrative dissolution of Seay. The trial court's order stated: The Court has reviewed Florida Statutes 607.1421 and 607.1622 and the case law....
...inistratively dissolved corporation could continue a cause of action if the action was initiated before the corporation's dissolution. The court noted, "if a corporation was administratively dissolved for failing to file its annual report, arguably `section 607.1622(8) would preclude an administratively dissolved corporation's suit on a cause of action accruing after its dissolution....
CopyCited 2 times | Published | Supreme Court of Florida | 26 Fla. L. Weekly Supp. 754, 2001 Fla. LEXIS 2273, 2001 WL 1422463
...ar, and that none were appointed after the corporation went into bankruptcy. However, the relevant statutory provisions in effect at that time did not provide for any person other than Monica Mock to be served on behalf of the dissolved corporation. Section 607.1622, Florida Statutes (1991), required the corporation to file an annual report setting forth the names and addresses of the corporation, directors, and principal officers....
CopyCited 2 times | Published | District Court, M.D. Florida | 1998 U.S. Dist. LEXIS 21686, 1998 WL 480845
...She must disclose for inspection all information necessary to maintain truthful corporate records regarding many matters, including written communica *532 tions with shareholders. Fla.Stat. §§
607.1601,
607.1602,
607.1603,
607.1604. She must disclose all information required by the Florida Department of State. Fla.Stat. §
607.1622(l)(i)....
CopyCited 2 times | Published | Florida 2nd District Court of Appeal | 2004 WL 2952841
...607.1406." Section *386
607.1405(1)(a) similarly provides that a dissolved corporation may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including "[c]ollecting its assets." The Rosses respond that the issue here is governed by section
607.1622(8), which prohibits a corporation that fails to file its annual report from maintaining or defending any action in any court of this state until such report is filed. In Levine v. Levine,
734 So.2d 1191, 1197 (Fla. 2d DCA 1999), this court discussed the interplay between these sections and stated that if a corporation was administratively dissolved for failing to file its annual report, arguably "section
607.1622(8) would preclude an administratively dissolved corporation's suit on a cause of action accruing after its dissolution....
...4th DCA 2002), review denied,
845 So.2d 890 (Fla.2003), wherein the court receded from Vacation Break of Boca Raton, Inc. v. Breeden,
765 So.2d 281 (Fla. 4th DCA 2000). The court in National Judgment followed Cygnet Homes, Inc. v. Kaleny Ltd. of Florida,
681 So.2d 826 (Fla. 5th DCA 1996), and concluded that "section
607.1622(8) pertains only to existing corporations which have failed to file annual reports, not corporations which have been dissolved."
826 So.2d at 1035. The Rosses urge us to reject the National Judgment decision and adopt the rationale of the court in Vacation Break. We decline to do so. We agree with the rationale of the National Judgment decision, that section
607.1622(8) pertains to existing corporations which have failed to file annual reports and not corporations which have been dissolved....
CopyCited 1 times | Published | Florida 2nd District Court of Appeal | 2014 WL 7202711
...On Monday morning, the Estate moved to strike
Attorney Rydberg's notice of appearance and pleadings, contending that she had no
authority to represent THMI and that, as a dissolved corporation, THMI was precluded
from defending itself by the operation of section 607.1622(8), Florida Statutes (2011).
After an unnoticed, nonevidentiary hearing on the Estate's motion to strike, the trial
court granted the motion, struck Attorney Rydberg's notice of appearance and the
pleadings she had filed, and proc...
...of appeal. The Estate moved to dismiss
the appeal by THMI contending, as it did in the trial court, that the attorneys purporting
to represent THMI had no authority to do so and that, even if they did, THMI was
precluded from defending itself by section 607.1622(8)....
...Grunstein, and FAS should be dismissed because those entities had no standing to
appeal a judgment that was not entered against them. Because the record before this
court was inadequate to determine whether THMI actually fell within the provisions of
section 607.1622(8), we appointed a commissioner to make factual findings on this
issue....
...nclude that we are legally
required to dismiss the appeal of the final judgment by both THMI and the other
Appellants.
As to THMI, we must dismiss the appeal because it is precluded from
prosecuting this appeal by the provisions of section 607.1622(8)....
...n 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)....
...ed
against the nonparty Appellants and quash the discovery order that purported to find
that FAS had committed a fraud on the court. As to the final judgment, we must dismiss
the appeal based on THMI's inability to prosecute an appeal pursuant to section
607.1622(8) and the nonparty Appellants' lack of standing.
We do, however, take this opportunity to remind trial judges that they have
an obligation to all parties—not just represented parties—to ensure that trials are
c...
CopyPublished | Court of Appeals for the Eleventh Circuit
Argued: Mar 9, 2022
dismissed THMI’s appeal under Fla. Stat. §
607.1622(8) because THMI had been dissolved for failure
CopyPublished | Florida 3rd District Court of Appeal
...ns that are
administratively dissolved.” See New Life Rehab Med. Ctr. v. Mercury Ins.
Co. of Fla., No. 3D21-112,
2021 WL 3745213 (Fla. 3d DCA Aug. 25, 2021)
(concluding “we align ourselves with this body of decisional authority and
hold that section
607.1622, Florida Statutes, ‘does not preclude a
corporation that has been administratively dissolved for failing to file an
annual report from prosecuting or defending against an action in order to
wind up its business affairs’ ”) (quoting Hock, 292 So....
CopyPublished | Florida 3rd District Court of Appeal
...rt, may
maintain suit in conjunction with winding up its affairs. 1 In granting judgment
in favor of the insurer, the able trial court, not yet having the benefit of Hock
v. Triad Guaranty Insurance Corp.,
292 So. 3d 37 (Fla. 2d DCA 2020), found
section
607.1622(8), Florida Statutes (2018), precludes such a corporation
from actively pursuing litigation....
...ternate
legal arguments contained in the three motions/orders which are not properly
before this Court. If [appellee] wanted to challenge the trial court’s rulings
on those motions, it should have filed a cross-appeal.”) (citation omitted).
2
Section 607.1622(8), Florida Statutes (2018), and section 607.1622(6),
Florida Statutes (2020), contain largely the same language.
2
2017); Levine v....
...maintain or defend any action in any court of this state until such
report is filed and all fees and 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.
§ 607.1622(8), Fla. Stat.
In reconciling these ostensibly competing statutory edicts, several of
our sister courts have narrowly construed section 607.1622(8), Florida
Statutes, as pertaining “only to existing corporations which have failed to file
annual reports, not corporations which have been dissolved.” Nat’l
Judgment Recovery Agency, Inc....
...la. Stat.; see also Allied Roofing
Indus., Inc. v. Venegas,
862 So. 2d 6, 8 (Fla. 3d DCA 2003).
3
Persuaded by such reasoning, we align ourselves with this body of
decisional authority and hold that section
607.1622, Florida Statutes, “does
not preclude a corporation that has been administratively dissolved for failing
to file an annual report from prosecuting or defending against an action in
order to wind up its business and affairs.” Hock, 292 So....
