What is a Voluntary Dissolution?

Voluntary dissolution is an action taken by shareholders or incorporators to dissolve a corporation. This process is typically initiated by a vote of the corporation’s stockholders. Under a voluntary dissolution, the company will stop to exist as a legal entity. In order to complete the dissolution, each state has varying procedures of filing the corporation’s Articles of Dissolution with its respective Secretary of State’s office. The Articles of Dissolution usually include:

(a) The name of the corporation;

(b) The date dissolution was authorized;

(c) A statement that the dissolution was approved by the shareholders.

The filing fee in Florida is $35 and both the filing and the payment can be completed online on sunbiz.org. Once filed, you should allow 2-3 business days for the dissolution to post online.

What is a Dissolved Corporation?

According to Section 607.1403 of the 2019 Florida Statutes, a “dissolved corporation” is a corporation whose articles of dissolution have become effective and that includes a successor entity. A “successor entity” is any legal entity to which the remaining assets and liabilities of a dissolved corporation are transferred, and which exists only for the purposes of prosecuting and defending suits by or against the dissolved corporation. The successor entity cannot, however, exist to continue the activities and affairs for which the dissolved corporation was organized.

Can a Dissolved Corporation Sue?

Yes, a voluntarily dissolved company may file a lawsuit in Florida. A dissolved company can only continue its affairs after the dissolution for the purpose of winding up its activities. In winding up its activities and affairs, the dissolved company may prosecute and defend actions and proceedings, whether civil, criminal, or administrative. Section 605.0717 of the Florida Statutes states that the dissolution of a limited liability company does not prevent commencement of a proceeding by or against the limited liability company in its name.

Where Can a Dissolved Corporation be Sued?

Most corporations have two places of citizenship (states where they can be sued):

  1. The state of its incorporation and
  2. the state in which the corporation has its principal place of business or “nerve center” of its operations.

The Eleventh Circuit, which includes Florida, Alabama and Georgia, has adopted a “bright-line” rule, which states that inactive or dissolved corporations can be sued only in the states in which they were incorporated.

EPGD Business Law is located in beautiful Coral Gables, West Palm Beach and historic Washington D.C. Call us at (786) 837-6787, or contact us through the website to schedule a consultation.

*Disclaimer: this blog post is not intended to be legal advice. We highly recommend speaking to an attorney if you have any legal concerns. Contacting us through our website does not establish an attorney-client relationship.*

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Eric Gros-Dubois

Eric P. Gros-Dubois founded EPGD Business Law in 2013 and is the current head of the firm’s corporate, estate planning, and tax practice, and manages the firm’s Washington D.C. office. With a JD and MBA, and a specialization in finance, Eric is able to step back and view the legal world through a commercial lens while also acting as a trusted business advisor for his clients. He does his best to be solutions oriented, and tries to think like a business owner, not just a lawyer.


*The following comments are not intended to be treated as legal advice. The answer to your question is limited to the basic facts presented. Additional details may heavily alter our assessment and change the answer provided. For a more thorough review of your question please contact our office for a consultation.

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