Lakeland, FL asked in Civil Litigation and Real Estate Law for Florida

Q: Myself and my uncle were the only officers of a corporation. The company was involuntarily dissolved by the state.

The corporation is still on the deed as property owner. Now he is deceased, his three daughters assume they have half of the property. There is no will and they said they do not need to have his assets go through "probate". Do they have any rights to the property? Also what attorney genre would best suit this situation.

3 Lawyer Answers
Jennifer Isaksen
Jennifer Isaksen
Answered
  • Bushnell, FL
  • Licensed in Florida

A: The corporation should have Bylaws in place that would dictate the ownership rights and interests. The subject property would be distributed according to the provisions of the Bylaws. If the corporation was an informal family operation done on a handshake (ie, there are no Bylaws), then a probate will be required to sort out the remaining affairs of your uncle's interest in the corporation. You are best advised to sit with an attorney to review the documentation you have and determine your best course of action.

Terrence H Thorgaard agrees with this answer

1 user found this answer helpful

Terrence H Thorgaard
Terrence H Thorgaard
Answered
  • Freeeport, FL
  • Licensed in Florida

A: And, technically, it doesn't matter that the uncle was an officer. What is important is who owned the shares of the corporation.

Florida Statute 607.1405 Effect of dissolution. provides in pertinent part that:

"(1) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(a) Collecting its assets;

(b) Disposing of its properties that will not be distributed in kind to its shareholders;

(c) Discharging or making provision for discharging its liabilities;

(d) Distributing its remaining property among its shareholders according to their interests; and

(e) Doing every other act necessary to wind up and liquidate its business and affairs.

(2) Dissolution of a corporation does not:

(a) Transfer title to the corporation’s property;

..."

1 user found this answer helpful

Jonathan A. Klurfeld
Jonathan A. Klurfeld
Answered
  • Boca Raton, FL
  • Licensed in Florida

A: I agree, officer does not mean shareholder in the corporation. One could be an officer with zero shares in the corporation and thus no right to the corporate property upon dissolution. The corporation formation docs should address this. IF not, then probate will be required of his estate to determine his ownership interest in the corporation (if any), and thus the property. If you were both shareholders 50/50, the in theory you owned the property 50/50 and you own half with his estate.

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