Florida § 617.1408 - Known claims against dissolved corporation.

§ 617.1408. Known claims against dissolved corporation.

(1) A dissolved corporation or a successor entity may dispose of the known claims against it by giving written notice that satisfies the requirements of subsection (2) to its known claimants of the dissolution at any time after the effective date of the dissolution, but no later than the date that is 270 days before the date which is 3 years after the effective date of the dissolution. (2) The written notice must: (a) State the name of the corporation that is the subject of the dissolution; (b) State that the corporation is the subject of a dissolution and the effective date of the dissolution; (c) Specify the information that must be included in a claim; (d) State that a claim must be in writing and provide a mailing address where a claim may be sent; (e) State the deadline, which may not be less than 120 days after the date 1 that the written notice is received by the claimant, by which the dissolved corporation must receive the claim; (f) State that the claim will be barred if not received by the deadline; (g) State that the dissolved corporation or successor entity may make distributions thereafter to other claimants and the members of the corporation or persons interested as having been such claimants without further notice; and (h) Be accompanied by a copy of ss. 617.1405-617.14091. (3) A dissolved corporation or successor entity may reject, in whole or in part, a claim submitted by a claimant and received before the deadline specified in the written notice pursuant to subsections (1) and (2) by mailing notice of the rejection to the claimant, on or before the date that is the earlier of 90 days after the dissolved corporation receives the claim, or the date that is at least 150 days before the date which is 3 years after the effective date of the dissolution. A rejection notice sent by the dissolved corporation pursuant to this subsection must state that the claim will be barred unless the claimant, not later than 120 days after the claimant receives the rejection notice, commences an action in the circuit court in the applicable county against the dissolved corporation to enforce the claim. (4) A claim against a dissolved corporation is barred: (a) If a claimant who is given written notice pursuant to this section does not deliver the claim to the dissolved corporation by the specified deadline; or (b) If the claim was timely received by the dissolved corporation but was timely rejected by the dissolved corporation under subsection (3) and the claimant does not commence the required action in the applicable county within 120 days after the claimant receives the rejection notice. (5)(a) For purposes of this chapter, “known claim” means any claim or liability that, as of the date of the giving of written notice described in subsections (1) and (2) above: 1. Has matured sufficiently on or before the date of dissolution to be legally capable of assertion against the dissolved corporation; or 2. Is unmatured as of the date of dissolution but will mature in the future solely because of the passage of time. (b) For purposes of this chapter, “known claim” does not include a contingent liability or a claim based on an event occurring after the effective date of the dissolution. (6) The giving of any notice pursuant to this section does not revive any claim then barred or constitute acknowledgment by the dissolved corporation that any person to whom such notice is sent is a proper claimant and does not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom such notice is sent.