Florida § 617.1420 - Grounds for administrative dissolution.

§ 617.1420. Grounds for administrative dissolution.

(1) The department may commence a proceeding under s. 617.1421 to administratively dissolve a corporation if: (a) The corporation has failed to file its annual report and pay the annual report filing fee by 5 p.m. Eastern Time on the third Friday in September; (b) The corporation is without a registered agent or registered office in this state for 30 days or more; (c) The corporation does not notify the department within 30 days after its registered agent or registered office has been changed, after its registered agent has resigned, or after its registered office has been discontinued; (d) The corporation has failed to answer truthfully and fully, within the time prescribed by this chapter, interrogatories propounded by the department; (e) The corporation’s period of duration stated in its articles of incorporation has expired; or (f) The corporation has been designated as a domestic terrorist organization or foreign terrorist organization pursuant to s. 943.03102, such designation has been published in the Florida Administrative Register, and any timely judicial challenge under that section has been resolved against the organization. (2) The foregoing enumeration in subsection (1) of grounds for administrative dissolution shall not exclude actions or special proceedings by the Department of Legal Affairs or any state officials for the annulment or dissolution of a corporation for other causes as provided by law. (3) If the department determines that one or more grounds exist for administratively dissolving a corporation under paragraph (1)(a), paragraph (1)(b), paragraph (1)(c), or paragraph (1)(d), the department shall serve notice in a record to the corporation of its intent to administratively dissolve the corporation. Issuance of the notice may be made by electronic transmission to a corporation that has provided the department with an e-mail address. (4) If, within 60 days after sending the notice of intent to administratively dissolve pursuant to subsection (3), a corporation does not correct each ground for dissolution under paragraph (1)(a), paragraph (1)(b), paragraph (1)(c), or paragraph (1)(d), or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist, the department shall dissolve the corporation administratively and issue to the corporation a notice in a record of administrative dissolution that states the grounds for dissolution. Issuance of the notice of administrative dissolution may be made by electronic transmission to a corporation that has provided the department with an e-mail address.