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Gerald, Esq
Gerald, Esq, Lawyer
Category: Business Law
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Experience:  30 years of experience
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I have a corporation (me as the sole shareholder). I want to

Customer Question

I have a corporation (me as the sole shareholder). I want to file the articles of dissolution. However, Corporation was sued years ago and Corporation has been making settlement payments under a settlement agreement. Corporation has no assets nor funds to distribute to Shareholder or pay creditors. What type of notice should I provide to the settlement creditor. Is it a requirement to provide said notice. Do I need to petition the court in any way?
JA: Since business law varies from place to place, can you tell me what state the corporation is registered in?
Customer: Florida
JA: Have you talked to a lawyer yet?
Customer: no
JA: Anything else you think the lawyer should know?
Customer: not at this point.
JA: OK. Got it. I'm sending you to a secure page on JustAnswer so you can place the $5 fully-refundable deposit now. While you're filling out that form, I'll tell the Corporate Lawyer about your situation and then connect you two.
Submitted: 3 months ago.
Category: Business Law
Expert:  Gerald, Esq replied 3 months ago.


Please bear with me as I verify somethings for you.

Thank you for your patience.

Kind regards,


Expert:  Gerald, Esq replied 3 months ago.


Thank you for your patience and thank you for using Just Answer. I want to provide you the best service I can. Please feel free to ask any follow up questions you have.

I am an attorney with 30 years of experience; I hope to provide you information that will help you in resolving your question.

Notice to creditors is NOT mandatory in Florida for you to dissolve the corporation, however providing the Notice may give you certain additional protections against a claim for personal liability for the Corporate debt by establishing a deadline for the creditor.

These issues are controlled by the Florida’s Business Corporation Act (“BCA”). As pertinent to your question the BCA

Under the BCA notice is given by sending a letter directly to known creditors. Proper written notice must include:

A description of the claim of the Creditor.
A statement as to whether the claim is admitted or not, the amount that is admitted, and any interest obligation provided for by the debt.

You must provide a mailing address where the creditor may send a claim to.

Provide a deadline of at least 120 days after the effective date of the written notice, by which the claim must be delivered to the dissolved corporation.

State that the Corporation is insolvent and that there are no assets to pat the claim or to distribute to shareholders.

Here is a link to the law:

This article provides a good summary of the overall dissolution process:

The following link provides for the dissolution with the State:

I hope the information I provide is useful to you. I want you to be comfortable and satisfied with my attempt to assist you. Please, if you have ANY follow up questions, feel free to ask. Please note that I am generally unavailable Friday evening through Sunday.

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Good luck.

Please note: Information is educational and not given as legal advice. Only your local attorney can give legal advice. I can't establish or accept an attorney-client relationship with you. All posts are available for public viewing.

Kind regards,


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