(1) A dissolved corporation may choose to execute one of the following procedures to resolve any claims other than known claims:

(a) A dissolved corporation may file notice of its dissolution with the department on the form prescribed by the department and request that persons with claims against the corporation which are not known to the dissolved corporation present them in accordance with the notice. The notice must:

1. State the name of the corporation that is the subject of the dissolution;
2. State that the corporation is the subject of a dissolution and the effective date of the dissolution;
3. Specify the information that must be included in a claim;
4. State that a claim must be in writing and provide a mailing address where a claim may be sent; and
5. State that a claim against the corporation under this subsection will be barred unless a proceeding to enforce the claim is commenced within 4 years after the filing of the notice.

Terms Used In Florida Statutes 607.1407

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Department: means the Florida Department of State. See Florida Statutes 607.01401
  • Effective date: means , when referring to a document accepted for filing by the department, the date and time determined in accordance with…. See Florida Statutes 607.01401
  • Personal property: All property that is not real property.
  • Principal office: means the office (in or out of this state) where the principal executive offices of a domestic or foreign corporation are located as designated in the articles of incorporation or other initial filing until an annual report has been filed, and thereafter as designated in the annual report. See Florida Statutes 607.01401
  • Proceeding: includes a civil suit, a criminal action, an administrative action, and an investigatory action. See Florida Statutes 607.01401
  • Statute: A law passed by a legislature.
  • Writing: means printing, typewriting, electronic communication, or other communication that is reducible to a tangible form. See Florida Statutes 607.01401
(b) A dissolved corporation may, within 10 days after filing articles of dissolution with the department, publish a “Notice of Corporate Dissolution.” The notice shall appear once a week for 2 consecutive weeks in a newspaper of general circulation in a 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 shall meet the requirements as are prescribed by law for such purposes. The notice must:

1. State the name of the corporation that is the subject of the dissolution;
2. State that the corporation is the subject of a dissolution and the effective date of the dissolution;
3. Specify the information that must be included in the claim;
4. State that a claim must be in writing and provide a mailing address where a claim may be sent; and
5. State that a claim against the corporation under this subsection will be 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 authorized by this section.
(2) If the dissolved corporation complies with paragraph (1)(a) or paragraph (1)(b), unless sooner barred by another statute limiting actions, the claim of each of the following claimants with known or other claims 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. 607.1406.
(b) A claimant whose claim was timely sent to the dissolved corporation but on which no action was taken by the dissolved corporation.
(c) A claimant whose claim is not a known claim under s. 607.1406(5).
(3) Nothing in this section shall preclude or relieve the corporation from its notification to claimants otherwise set forth in this chapter.
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