Dissolution of a Florida Nonprofit Corporation

Involuntary Dissolution - simply fail to file the required annual report by the May deadline and the Florida Department of State will dissolve the corporation in September - Sec. 617.1421, FS

Voluntary Dissolution.

• Board of directors resolution - Sec. 617.1402, FS
• File Articles of Dissolution with the State - Sec. 617.1403 FS

Effect of dissolution - A dissolved corporation continues its corporate existence but may not conduct its affairs except to the extent appropriate to wind up and liquidate its affairs - Sec. 617.1405, FS

If There are Unpaid Creditors and you want to force a final resolution of the debts

• Adopt Plan for distribution of assets - Sec. 617.1406


• For unknown claims follow the procedures in Sec. 617.1407, FS which are summarized as follows:


• File the proscribed notice with the Florida Department of State. or
• Publish the proscribed notice in a local newspaper
• The effect of either notice is to set the time deadline for unknown creditors to file a lawsuit.


• If there are known creditors and you want to quickly settle the amounts owed and then get judicial confirmation that the claims have been satisfied follow the procedures in Sec. 617.1408 FS, which are briefly summarized as follows:


• Send a notice to each known claimant (the required contents of the notice are spelled out in the statute).
• The statute has procedure for paying such claims by petitioning the Circuit Court and then having the Court enter an order stating that the claims have been satisfied.