Starvest U.S., Inc. - Page 12




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                    (g)  Terminate the authority of the registered                    
               agent of the corporation.                                              

          Similarly, section 607.1421, Florida Statutes (1995), "procedure            
          for and effect of administrative dissolution", was amended to               
          provide, in relevant part:                                                  
                    (3)  A corporation administratively dissolved                     
               continues its corporate existence but may not carry on                 
               any business except that necessary to wind up and                      
               liquidate its business and affairs under s. 607.1405                   
               and notify claimants under s. 607.1406.                                
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                    (5)  The administrative dissolution of a                          
               corporation does not terminate the authority of its                    
               registered agent.                                                      

               While pre-1989 Florida law provided a 3-year limitation                
          period for commencing actions in the name of a dissolved                    
          corporation, the amended Florida statutes do not require such a             
          limitation.  A dissolved Florida corporation now continues in               
          existence indefinitely to the extent necessary to wind up and               
          liquidate its business and affairs, including the right to sue              
          and be sued in its own name.  See Cygnet Homes, Inc. v. Kaleny              
          Ltd., 681 So. 2d 826 (Fl. Dist. Ct. App. 1996).  Starvest,                  
          therefore, had the legal capacity to file petitions with this               
          Court, even though it was dissolved at the time the petitions               
          herein were filed.                                                          






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