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Articles of Dissolution (Florida)

These are Articles of Dissolution forms for a profitable and nonprofit corporation in Florida. The form provided here is simply a sample of what the actual Form CR2E059 looks like.

CR2E059 (9/00)

ARTICLES OF DISSOLUTION

Pursuant to section 617.1401, Florida Statutes, this Florida not for profit corporation submits the following Articles of Dissolution:

FIRST: The name of the corporation is ____________________________.

SECOND: The articles of incorporation were filed on

________________________________.

THIRD: The corporation has not commenced to conduct its affairs.

FOURTH: No debts of the corporation remain unpaid.

FIFTH: Adoption of dissolution (CHECK ONE)
(Note: Cannot be authorized by an incorporator if the corporation has directors)

____ The dissolution was authorized by a majority of the directors:

OR

____ The dissolution was authorized by an incorporator.

____ The dissolution was authorized by a majority of the incorporators.


Signed this _________________ day of _____________________, ________.


Signature ________________________________
(By the Chairman or Vice Chairman of the Board of Directors, President or other officer - if Directors have not been selected by an incorporator.)

Typed or printed name ________________________________

Title ________________________________

ARTICLES OF DISSOLUTION

Pursuant to section 617.1403, Florida Statutes, this Florida not for profit corporation submits the following Articles of Dissolution:

FIRST: The name of the corporation is ________________________________.

SECOND: Adoption of dissolution
(Complete Section I or II)

SECTION I
If the corporation has members entitled to vote:

The date of the meeting of members at which the resolution to dissolve was adopted

was ________________________________.

(CHECK ONE)

____ The number of votes cast for dissolution was sufficient for approval.

____ The resolution was adopted by written consent and executed in accordance with 617.0701, Florida Statutes.

SECTION II
If the corporation has no members or members with voting rights:

The corporation has no members or members with voting rights.

The date of adoption of the resolution by the board of directors

was ________________________________.

The number of directors in office was ______________ and the vote for the resolution

was _______________ for and _______________ against.

Signed this ________________day of ________________________________, _________.

Signature ________________________________
(By the Chairman or Vice Chairman of the Board, President or other officer)

Typed or printed name ________________________________

Title ________________________________


NOTES

Attached is the information concerning the dissolution of a Florida not for profit corporation.

A corporation can be voluntarily dissolved by filing articles of dissolution with the Division of Corporations in accordance with sections 617.1401 or 617.1403, Florida Statutes. Section 617.1401, Florida Statutes, provides for the dissolution of a corporation that has not commenced to conduct its affairs. Section 617.1403, Florida Statutes, provides for the dissolution of a corporation that has commenced to conduct its affairs.

For your convenience attached to this letter are sample forms for dissolution. Please choose only one form. Pursuant to section 617.01201, Florida Statutes, the document must be typed or printed and must be legible.

Pursuant to section 617.0123, Florida Statutes, a delayed effective date may be specified but may not be later than the 90th day after the date on which the document is filed.

The filing fee for the articles of dissolution is $35. Certified copies of the dissolution are $8.75 each (plus $1 per page for each page over 8, not to exceed a maximum of $52.50). A certificate of status is $8.75. Submit one check for the correct amount made payable to the Department of State. Please include a cover letter containing your telephone number and return address.

Any further inquiries on this matter should be directed to the Amendment Section by calling (850) 487-6050 or by writing: Amendment Section, Division of Corporations, P. O. Box 6327, Tallahassee, FL 32314.

THESE FORMS FOR FILING ARTICLES OF DISSOLUTION ARE BASIC. EACH CORPORATION IS A SEPARATE ENTITY AND AS SUCH HAS SPECIFIC GOALS, NEEDS, AND REQUIREMENTS. THE DIVISION OF CORPORATIONS RECOMMENDS THAT CORPORATE DOCUMENTS BE REVIEWED BY YOUR LEGAL COUNSEL. THE DIVISION IS A FILING AGENCY AND AS SUCH DOES NOT RENDER ANY LEGAL, ACCOUNTING, OR TAX ADVICE. THE PROFESSIONAL ADVICE OF YOUR LEGAL COUNSEL TO ASCERTAIN EXACT COMPLIANCE WITH ALL STATUTORY REQUIREMENTS IS STRONGLY RECOMMENDED.

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