SB 892 — Business Organizations

Florida Senate - 2019 CS for SB 892 By Senatorthe PassidomoCommittee 28-00272A-19on 2019892__Commerce Aand billTourism; to be entitled An act relating to business organizations;

and Senator Passidomo 577-02886-19 2019892c1 A bill to be entitled An act relating to business organizations;

607.1407 Other Unknown claims against dissolved corporation.—Acorporation.— (1) A dissolved corporation or successor entity, as defined in s.

607.1406(15), may choose to execute one of the following procedures to resolve any claims other than known payment of unknown claims.claims:.

(1) To(a)(1) A resolve any claims other than known claims, a dissolved corporation or successor entity may file notice of its dissolution with the department of State on the form prescribed by the department of State and request that persons with claims against the corporation which are not known to the dissolved corporation or successor entity present them in accordance with the notice.

(a) State1.(a) State the name of the corporation that is the subject of the and the date of dissolution;

(b) State2.(b) State that the corporation is the subject of a dissolution and the effective date of the dissolution Describe the information that must be included in a claim and provide a mailing address to which the claim may be sent;

and (c) Specify3. Specify the information that must be included in a claim;

(d) State4. State that a claim must be in writing and provide a mailing address where a claim may be sent;

and (e)(c) State5.(c) 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.

(2) A(b)(2) A dissolved corporation or successor entity may, within 10 days after filing articles of dissolution with the Departmentdepartment of State, 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.

The notice must shall:

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.

(3) If(2)(3) If the dissolved corporation or successor entity complies with paragraph (1)(a) or paragraph (1)(b) subsection (1) or subsection (2), 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 of State or the date of the second consecutive weekly publication, as applicable:

607.1407(1)607.1407(1)(a) mayor filepublished an application with the circuit court in the applicable county for a determinationnotice ofunder thes. amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution.

607.1407(1)(b) may file an application with the circuit court in the applicable county for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution.

96409656 (b) The enumeration in subparagraphs 1.

(4) A corporation may fulfill its responsibilities under this section by delivering the specified annual financial statements, by posting the specified annual financial statements on its website, by any other generally recognized means, or in any other manner permitted by the applicable rules and regulations of the United States Securities and Exchange CommissionCommission. (5) Notwithstanding subsections (1), (2), and (3):

(5) Notwithstanding subsections (1), (2), and (3):