Administrative Dissolution and Your Personal Liability

Administrative Dissolution and Your Personal Liability 12/27/2011

Florida's Department of State may administratively dissolve a Florida corporation for several reasons including the following:

The failure to file an annual report;
The failure to designate a registered agent or registered office for more than 30 days;
The failure to notify the Department of State within 30 days of any change in registered office or agent;
The failure to truthfully answer interrogatories from the Department of State; or
The natural expiration of the corporation as directed by the articles of incorporation.

Regardless of the reason for dissolution, Florida Statutes and case law provide that any director, officer, or agent acting on behalf of a dissolved corporation may be personally liable for the debts, obligations, and liabilities of the corporation if he or she knew or should have known of the company's dissolution.

Once the corporation is reinstated, however, personal liability may be terminated if the business ratifies the action of those directors, officers, or agents. A company may be reinstated by applying to the Department of State any time after the administrative dissolution. To maintain the limitations on personal liability for directors, officers, or agents of a corporation, it is important to avoid administrative dissolution or quickly reinstate a dissolved corporation before an individual acts on behalf of that corporation.

For additional information email Thomas Baker at info@tfblaw.com or call (786) 519-0022.

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Thomas F. Baker II, P.A.

Thomas Baker is an attorney in south Florida servicing both individuals and businesses throughout Miami-Dade and Broward Counties.

The information contained on this website is for informational purposes only and to describe some of the services Thomas F. Baker II, P.A. provides. The information contained on this website may not be considered nor relied upon as legal advice.

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Thomas F. Baker II, P.A.

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