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officers, or shareholders for any right or claim existing, or any
liability incurred, prior to such dissolution if action or other
proceeding thereon is commenced within 3 years after the date of
such dissolution." See sec. 607.297(3), Florida Statutes (1988).
This Court has previously held that the issuance of a notice of
deficiency within the above mentioned 3-year period constitutes
the commencement of an "action or other proceeding" under the
Florida statute that preserves the right of the officers and
directors to file valid petitions in this Court. See Bared &
Cobo Co. v. Commissioner, 77 T.C. 1194 (1981); American Police &
Fire Found., Inc. v. Commissioner, T.C. Memo. 1981-704.
In 1989, the Florida legislature made substantial changes to
the State's corporate laws. The statutes relating to dissolved
corporations were among those that were amended. Section
607.1405, Florida Statutes (1995), "Effect of dissolution", was
amended to provide, in relevant part:
(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, * * *
(2) Dissolution of a corporation does not:
(a) Transfer title to the corporation's property;
* * * * * * *
(e) Prevent commencement of a proceeding by or
against the corporation in its corporate name;
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