2010 Florida Statutes
Procedure for and effect of administrative dissolution.
Procedure for and effect of administrative dissolution.—
If the Department of State determines that one or more grounds exist under s. 608.448 for dissolving a limited liability company, it shall serve the limited liability company with notice of its intent to administratively dissolve the limited liability company. If the limited liability company has provided the department with an electronic mail address, such notice shall be by electronic transmission. Administrative dissolution for failure to file an annual report shall occur on the fourth Friday in September of each year. The Department of State shall issue a certificate of dissolution to each dissolved limited liability company. Issuance of the certificate of dissolution may be by electronic transmission to any limited liability company that has provided the department with an electronic mail address.
If the limited liability company does not correct each ground for dissolution under s. 608.448(1)(b), (c), (d), or (e) or demonstrate to the reasonable satisfaction of the Department of State that each ground determined by the Department of State does not exist within 60 days after issuance of the notice, the Department of State shall administratively dissolve the limited liability company by issuing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. Issuance of the certificate of dissolution may be by electronic transmission to any limited liability company that has provided the department with an electronic mail address.
A limited liability company administratively dissolved continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under s. 608.4431 and notify claimants under s. 608.4421.
A manager or member of a limited liability company dissolved pursuant to this section, purporting to act on behalf of the limited liability company, is personally liable for the debts, obligations, and liabilities of the limited liability company arising from such action and incurred subsequent to the limited liability company’s administrative dissolution only if the manager or member has actual notice of the administrative dissolution at the time such action is taken; but such liability shall be terminated upon the ratification of such action by the limited liability company’s members subsequent to the reinstatement of the limited liability company under s. 608.4482.
The administrative dissolution of a limited liability company does not terminate the authority of its registered agent.
s. 47, ch. 93-284; s. 61, ch. 97-102; s. 1, ch. 99-315; s. 14, ch. 2009-72.