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):
- The state of its incorporation and
- 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.
