617.1405 Effect of dissolution. - Florida Statutes

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 shall 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.