Corporation Administratively Dissolved for Failing to File Annual Report can Still Prosecute Action

There used to be an argument that if a corporation becomes administratively dissolved for failing to to file a routine annual report, the corporation cannot prosecute a lawsuit, or even defend itself in a lawsuit, until it becomes reinstated.

The Second District Court of Appeal in Hock v. Triad Guaranty Ins. Corp., 45 Fla. L. Weekly D493g (Fla. 2d DCA 2020) held that a corporation that becomes administratively dissolved for failing to file an annual report may prosecute or defend an action “in order to wind up its business and affairs.”   

This means that any administratively dissolved corporation that prosecutes an action is going to claim that it is doing so to wind up its business and affairs.  How do you prove they are not?  Almost impossible.   Thus, the administratively dissolved corporation that was dissolved for failing to file a routine annual report has nothing to lose – it is an upside only lawsuit.  If it prevails, fantastic!  If it loses, well it is already dissolved.

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