VACATION BREAK OF BOCA RATON, INC., A DISSOLVED CORPORATION, APPELLANT,
v.
RICHARD C. BREEDEN, TRUSTEE FOR ALOHA LEASING, A DIVISION OF THE BENNETT FUNDING GROUP, INC., APPELLEE
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Vacation Break of Boca Raton, Inc., an administratively dissolved corporation, appealed a default judgment entered against it for failing to reinstate active corporate status before defending a lease dispute. The court held that a corporation administratively dissolved for failure to file annual reports must reinstate its status before defending litigation, and affirmed the default.
Section 607.1405 does not modify section 607.1622(8). A corporation administratively dissolved for failure to file annual reports and pay fees must first file the report and pay statutory fees to reinstate active corporate status before it may defend a lawsuit. The trial court properly entered a default when Appellant failed to file proof of reinstatement.
[1] A corporation administratively dissolved for failure to file an annual report cannot maintain or defend an action in Florida courts until it files the report and pays all…
[2] A dissolved corporation's ability to continue its existence for the purpose of winding up its affairs does not override statutory requirements for reinstatement when diss…
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Join FLexlaw to unlock all legal intelligence“Any corporation failing to file an annual report which complies with the requirements of this section shall not be permitted to maintain or defend any action in any court of this state until such report is filed and all fees and taxes due under this act are paid and shall be subject to dissolution or cancellation of its certificate of authority to do business as provided in this act.”
Establishes the statutory prohibition on administratively dissolved corporations defending actions without reinstating status
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Join FLexlaw to unlock all legal intelligenceAppellee sued Appellant for failure to make installment payments under a lease agreement. Appellant filed an answer, but Appellee moved to strike/dism…
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PER CURIAM.
We affirm an order entering a default against Appellant for failing to reinstate active corporate status with the Secretary of State.
Appellee sued Appellant for failure to make installment payments due under a lease agreement. Appellant filed an answer and Appellee filed a motion to strike/motion to dismiss/motion for default. Appellee’s motion included a certificate from the Secretary of State that Appellant was administratively dissolved for failure to file its annual report.
The trial court granted Appellant thirty days to file proof that it had established active corporate status with the Secretary of State. Upon its failure to do so, the default order was subsequently rendered.
Section 607.1622(8), Florida Statutes (1999), provides:
Any corporation failing to file an annual report which complies with the requirements of this section shall not be permitted to maintain or defend any action in any court of this state until such report is filed and all fees and taxes due under this act are paid and shall be subject to dissolution or cancellation of its certificate of authority to do business as provided in this act.
(Emphasis added)
Appellant relies on section 607.1405, Florida Statutes. Pursuant to section 607.1405, a dissolved corporation continues its corporate existence for the purpose of winding up and liquidating its affairs. Among other acts, it may make provision for the discharging of its liabilities, § 607.1405(1)(c). Subsection 607.1405(2) provides that dissolution does not prevent commencement of a proceeding by or against the corporation in its corporate name or suspend a proceeding pending by or against the corporation. See Liszka v. Silverado Steak & Seafood Co., 703 So. 2d 1226 (Fla. 5th DCA 1998); Cygnet Homes, Inc. v. Kaleny Limited of Florida, 681 So. 2d 826 (Fla. 5th DCA 1996). See also Wong v. Gonzalez & Kennedy, Inc., 719 So. 2d 937 (Fla. 4th DCA 1998), cause dismissed, 743 So. 2d 508 (Fla.1999).
The issue on appeal is whether section 607.1405 modifies the requirement that a corporation, which has been dissolved for failure to file annual reports and pay fees, is required to reinstate its corporate status in order to defend an action filed against it. See generally, Marinelli v. Weaver, 208 So. 2d 489 (Fla. 2d DCA 1968).
We conclude that it does not. Section 6Q7.1405 and section 607.1622(8) are readily harmonized. Clearly, a dissolved corporation can maintain and defend lawsuits in winding up its business affairs; however, where the dissolved corporation has been administratively dissolved for failure to file an annual report, it may not do so without first filing the report and paying the statutory fees. Section 607.1405(2)(e) applies to the types of corporate dissolutions contemplated by sections 607.1401 (dissolution by incorporators or directors), and 607.1402 (dissolution by board of directors and shareholders), Florida Statutes (1999), and not to the involuntary dissolution described in section 607.1622(8). We certify conflict with Cygnet Homes, Inc., which appears to hold otherwise.
Accordingly, we hold that the trial court did not err in entering a default upon Appellant’s failure to file proof it re-established active corporate status with the Secretary of State.
DELL, STONE, and GROSS, JJ., concur.
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Nat'l Judgment Recovery Agency, Inc. v. Harris, 826 So. 2d 1034 (Fla. 4th DCA 2002)…FARMER, J., dissenting. Even if there were a true conflict between Vacation Break of Boca Raton Inc. v. Breeden, 765 So. 2d 281 (Fla. 4th DCA 2000), and Cygnet Homes Inc. v. Kaleny Ltd. of Florida, 681 So. 2d 826 (Fla. 5th DCA 1996), I would object to considering the issue decided by the majority. I sim [*1036] ply do not understand the necessity to address the dissolved cor…1 / 2
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Braun v. Buyers Choice Mortg. Corp., 851 So. 2d 199 (Fla. 4th DCA 2003)…use it had been administratively dissolved for failing to file annual reports as required by section 607.1622(8), Florida Statutes (1999). In doing so, the trial court relied on this court’s decision in Vacation Break of Boca Raton, Inc. v. Breeden, 765 So. 2d 281 (Fla. 4th DCA 2000). This court, however, has recently receded from that opinion. See Nat’l Judgment Recovery Agency, Inc. v. Harris, 826 So. 2d 1034 (Fla. 4th DCA 2002). In Vacation Break, this court held that a corporation, which had been adminis…
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PBF OF Fort Myers, Inc. v. D & K P'ship & Richard & Alison Ross, 890 So. 2d 384 (Fla. 2d DCA 2004)…tion. Further, reversal is supported by National Judgment Recovery Agency, Inc. v. Harris, 826 So. 2d 1034 (Fla. 4th DCA 2002), review denied, 845 So. 2d 890 (Fla. 2003), wherein the court receded from Vacation Break of Boca Raton, Inc. v. Breeden, 765 So. 2d 281 (Fla. 4th DCA 2000). The court in National Judgment followed Cygnet Homes, Inc. v. Kaleny Ltd. of Florida, 681 So. 2d 826 (Fla. 5th DCA 1996), and concluded that “section 607.1622(8) pertains only to existing corporations which have failed to file a…
Previewing 3 of 4 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Cygnet Homes, Inc. v. Kaleny Ltd. OF Fla., Inc., 681 So. 2d 826 (Fla. 5th DCA 1996)
- Marinelli v. Weaver, 208 So. 2d 489 (Fla. 2d DCA 1968)
- Liszka v. Silverado Steak & Seafood Co., Inc., 703 So. 2d 1226 (Fla. 5th DCA 1998)
- Wong v. Gonzalez & Kennedy, Inc., 719 So. 2d 937 (Fla. 4th DCA 1998)