To file a notice of corporate dissolution in Florida, you first dissolve the corporation by filing articles of dissolution with the Department of State, then cut off future creditor claims by sending written notice to every known claimant and either filing a separate notice with the Department of State or publishing a “Notice of Corporate Dissolution” in a newspaper in the county of the corporation’s principal office. Each notice has content the statute requires and a deadline that decides whether a later claim can reach the company or its shareholders.
Dissolve the Corporation First
The notice process only works once the corporation is legally dissolved. For a corporation that has issued shares, the board adopts a resolution proposing dissolution and submits it to the shareholders, who approve by a majority of all votes entitled to be cast unless the articles set a higher threshold.1Justia Law. Florida Code 607.1402 – Dissolution by Board of Directors and Shareholders The corporation then files articles of dissolution with the Florida Department of State stating the corporation’s name, the date dissolution was authorized, and confirmation that shareholders approved it as required by law and the articles of incorporation.2The Florida Senate. Florida Code 607.1403 – Articles of Dissolution The filing fee is $35. Dissolution takes effect on the effective date of that filing, and that date starts every clock the notice statutes rely on.
A corporation that has never issued shares uses a different track under Section 607.1401 and confirms in its filing that no debts remain unpaid, so the notice procedures below apply mainly to corporations with shareholders and outstanding business relationships.3Florida Senate. Florida Code 607.1401 – Dissolution by Incorporators or Directors
Written Notice to Known Claimants
After dissolution takes effect, send a written notice to every creditor and claimant you know about. The notice must include the corporation’s name, the effective date of dissolution, a mailing address where claims should be sent, and a deadline for submitting a claim that gives the claimant at least 120 days from the date the notice is received.4Justia Law. Florida Code 607.1406 – Known Claims Against Dissolved Corporation It must also state that any claim not received by the deadline will be barred, and it must include a copy of Sections 607.1405 through 607.1410 so the claimant sees the statutory framework governing the claim.
Timing matters as much as content. The written notice has to go out no later than 270 days before the three-year anniversary of the dissolution date. A claim that misses the deadline stated in a properly issued notice is permanently barred, which is why this notice is the corporation’s most effective tool for closing out known liabilities on a fixed schedule.4Justia Law. Florida Code 607.1406 – Known Claims Against Dissolved Corporation
Notice to Unknown Claimants
Known creditors are only half the picture. To cut off claims from people the corporation doesn’t know about, Florida gives you a choice: file a notice of dissolution with the Department of State on a prescribed form, or publish a “Notice of Corporate Dissolution” in a newspaper of general circulation in the county where the corporation has its principal office.5Florida Senate. Florida Code 607.1407 – Other Claims Against Dissolved Corporation
If you go the newspaper route, the notice must run once a week for two consecutive weeks and must appear within 10 days of filing the articles of dissolution. Whichever method you use, the notice must state the corporation’s name, the dissolution date, a mailing address for claims, and a clear warning that any claim will be barred unless the claimant files a lawsuit within four years of the notice. The four-year clock runs either from the date of filing with the department or from the second weekly newspaper publication, depending on the method chosen.5Florida Senate. Florida Code 607.1407 – Other Claims Against Dissolved Corporation
Which Method to Choose
Both paths produce the same four-year bar, so the practical difference is reach and cost. A Department of State filing gives you a single dated document in a public state record. Newspaper publication puts the notice in front of readers in the community where the business operated. Corporations that want the strongest evidentiary record sometimes do both; the statute requires only one.
Handling a Claim That Comes In
Sending notice is not the end. When a known claimant submits a timely claim, the corporation has to evaluate it and either pay it or reject it in writing. The rejection notice must go out within 90 days after the claim is received, or at least 150 days before the three-year anniversary of dissolution, whichever comes first.4Justia Law. Florida Code 607.1406 – Known Claims Against Dissolved Corporation The rejection must warn the claimant that the claim will be barred unless the claimant files a lawsuit in circuit court within 120 days of receiving the rejection.
Skip the warning language, miss the 90-day window, or send the rejection to the wrong address, and you can lose the bar that would otherwise close the claim out.
What Happens if You Skip or Botch the Notice
The notice statutes exist because a dissolved Florida corporation still has legal identity. It can sue and be sued in its own name, pending lawsuits continue without interruption, and its property stays titled in the corporate name until affirmatively transferred.6Florida Senate. Florida Code 607.1405 – Effect of Dissolution Without a properly issued notice, that identity remains a target for creditor claims for years.
A claim that isn’t barred can be enforced against the dissolved corporation’s remaining undistributed assets. If assets have already been paid out to shareholders, the claimant can pursue individual shareholders for their pro rata share of the claim, capped at the amount that shareholder received in the liquidation.7Florida Senate. Florida Code 607.1408 – Claims Against Dissolved Corporations Enforcement Directors and officers do not incur personal liability just because the corporation dissolved, but the same standards of conduct that applied before dissolution continue during wind-up, so mishandled distributions or ignored creditor claims can still create exposure.6Florida Senate. Florida Code 607.1405 – Effect of Dissolution
The order of payments in liquidation follows the same logic. Secured creditors are paid first from their collateral. Federal tax debts carry priority ahead of most unsecured creditors. General unsecured creditors come next. Shareholders receive distributions only after debts and liabilities are satisfied or adequately provided for. Paying shareholders before addressing creditor claims is what triggers the shareholder-level clawback that Section 607.1408 authorizes.
A Compact Checklist
- Authorize the dissolution and file articles of dissolution with the Florida Department of State ($35 filing fee).
- Within 10 days of filing (if using newspaper publication), publish the “Notice of Corporate Dissolution” once a week for two consecutive weeks in the county of the principal office; alternatively, file the notice of dissolution with the Department of State.
- Send written notice to every known creditor and claimant, no later than 270 days before the three-year anniversary of the dissolution date, giving each at least 120 days to submit a claim and including a copy of Sections 607.1405 through 607.1410.
- Respond to each timely claim within 90 days (or at least 150 days before the three-year anniversary), and include the 120-day lawsuit warning in any rejection.
- Wind up assets in the correct order — secured creditors, priority tax debts, unsecured creditors, then shareholders — keeping enough on hand to cover claims still within their statutory window.
The four-year bar on unknown claims and the 120-day bar on rejected known claims are the payoff for doing all of this in the right order. Miss a step and the corporation’s legal identity keeps the door open long after the business is gone.