§ 607.1422 — Reinstatement following administrative dissolution

Florida § 607.1422

• Jurisdiction: Florida
• Title: XXXVI
• Ch. 607: FLORIDA BUSINESS CORPORATION ACT

Text

(1) A corporation that is administratively dissolved under s. 607.1420 or that was dissolved under former s. 607.1421 before January 1, 2020, may apply to the department for reinstatement at any time after the effective date of dissolution. The corporation must submit all fees and penalties then owed by the corporation at the rates provided by law at the time the corporation applies for reinstatement, together with an application for reinstatement prescribed and furnished by the department, which is signed by both the registered agent and an officer or director of the corporation and states: (a) The name of the corporation; (b) The street address of the corporation’s principal office and mailing address; (c) The date of the corporation’s organization; (d) The corporation’s federal employer identification number or, if none, whether one has been applied for; (e) The name, title or capacity, and address of at least one officer or director of the corporation; and (f) Additional information that is necessary or appropriate to enable the department to carry out this chapter.

(2) In lieu of the requirement to file an application for reinstatement as described in subsection (1), an administratively dissolved corporation may submit all fees and penalties owed by the corporation at the rates provided by law at the time the corporation applies for reinstatement, together with a current annual report, signed by both the registered agent and an officer or director of the corporation, which contains the information described in subsection (1).

(3) If the department determines that an application for reinstatement contains the information required under subsection (1) or subsection (2) and that the information is correct, upon payment of all required fees and penalties, the department shall reinstate the corporation.

(4) When reinstatement under this section becomes effective: (a) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution. (b) The corporation may operate as if the administrative dissolution had never occurred. (c) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.

(5) The name of the dissolved corporation is not available for assumption or use by another eligible entity until 1 year after the effective date of dissolution unless the dissolved corporation provides the department with a record signed as required by s. 607.0120 permitting the immediate assumption or use of the name by another eligible entity.

(6) If the name of the dissolved corporation has been lawfully assumed in this state by another eligible entity, the department shall require the dissolved corporation to amend its articles of incorporation to change its name before accepting its application for reinstatement.

Legislative History

s. 129, ch. 89-154; s. 157, ch. 90-179; s. 36, ch. 2003-283; s. 187, ch. 2019-90; s. 49, ch. 2020-32.