Florida law establishes a procedure to sue a dissolved corporation that sets statutory time limits on claims. The law distinguishes between claims against the corporation that are known at the time it closes its doors and claims that arise after the corporation files for dissolution. If a claimant was notified of the corporation's dissolution, there is a statutory window to pursue the claim otherwise it is barred. If the claimant wasn't notified, the time period to sue is at most four years after the dissolution. In either case, a suit against a dissolved corporation can only collect against any assets that still exist or any assets that were distributed to shareholders.
Pull the corporation's articles of dissolution. Every corporation that goes out of business must file dissolution papers with the division of corporations of the Florida Secretary of State's office. The state maintains an online database of corporate filings that is accessible from its website. Search the database using the name of the corporation. You can view the articles of dissolution online. The articles indicate the official date that the corporation was dissolved, which affects the time limits for pursuing claims. Print a copy of the articles for your case file.
Read More: What Happens to a Shareholder in a Dissolved Corporation?
Call the division of corporations of the secretary of state's office to check the dissolved corporation's official status. Find out if the corporation has set aside any assets for claims arising after dissolution in a trust or under receivership, or if a successor entity was formed to handle subsequent claims. Check if the corporation filed proof of notice forms with the state that establish the corporation attempted to notify all claimants of its dissolution and set a procedure for them to make a claim on any available assets. Make note of the cut-off dates for filing claims if proof of notice forms were filed.
Notify the dissolved corporation's contact person of your claim, if the corporation filed proof of notice with the state and you are still within the time limits for filing a claim. If the corporation was aware of your claim prior to dissolving and sent you a notice with instructions, you have 120 days to file your claim and three years to pursue the issue in court, if the corporation doesn't pay. If the corporation never sent you a notice, or if your claim was unknown at the time the corporation dissolved and the corporation filed a public notice with the secretary of state, you have four years from the dissolution date to file a lawsuit regarding your claim. If the corporation filed articles of dissolution but did not follow the proof of notice procedures, you are not bound by the statutory time limits for filing a claim.
Determine if there are any assets that can be used to satisfy a judgment. Speak to the state office, run Internet searches, check business credit databases and consult with other creditors of the corporation to glean any information that indicates whether your lawsuit will be worthwhile. In all instances, you can only recover existing corporate assets that haven't already been distributed to creditors. If the corporation was insolvent when it dissolved, there would be nothing for you to recover. If the corporation had excess assets after paying known creditors that it distributed to shareholders, you can sue to recover from those amounts. Shareholders are only liable to the extent that they received an excess distribution of corporate assets. You will not be able to access their personal assets to satisfy a judgment against the dissolved corporation.
Draft a civil court petition stating your claim if the time period to pursue a suit against a dissolved corporation hasn't elapsed and you think there is money to be recovered if you were awarded a judgment. Name the dissolved corporation and any shareholders who received excess distributions of corporate assets. You will likely need to retain a lawyer to handle the case.
File the petition in the appropriate Florida court. File in small-claims court if the amount you are seeking to recover is less than the small-claims limit or in Florida circuit court for anything else. Pay the applicable filing fees. Serve the petition on the corporate contact person, the secretary of state's office on behalf of the corporation and the shareholders named in the petition.
- The Florida Legislature: Revised Statutes: Business Organizations Section 607.1406: Known Claims Against Dissolved Corporation
- The Florida Legislature: Business Organizations Section 607.1407: Unknown Claims Against Dissolved Corporation
- Find Law: A Chronology: A Road Map to Closing Down Your Business
Terry Masters has been writing for law firms, corporations and nonprofit organizations since 1995, specializing in business topics, personal finance, taxation, nonprofit issues, and general legal and marketing content creation for the Internet. Terry holds a Juris Doctor and a Bachelor of Science in business administration with a minor in finance.