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According to these provisions of the Florida Statutes,
an administratively dissolved Florida corporation continues
in existence indefinitely to wind up and liquidate its
business and affairs, and it retains the right to sue and
be sued in its own name. See Fla. Stat. Ann. sec.
607.1405(1) and (2); Ron’s Quality Towing, Inc. v. Se.
Bank, 765 So. 2d 134, 135 (Fla. Dist. Ct. App. 2000);
Cygnet Homes, Inc. v. Kaleny Ltd., Inc., 681 So. 2d 826
(Fla. Dist. Ct. App. 1996); see also Starvest U.S., Inc. v.
Commissioner, T.C. Memo. 1999-314 (“A dissolved Florida
corporation * * * 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.”).
It is undisputed that filing the instant petition for
redetermination of the deficiency and penalties determined
in petitioner’s tax for 1997 was necessary for petitioner,
an administratively dissolved Florida corporation, to wind
up and liquidate its business and affairs. Cf. Starvest
U.S., Inc. v. Commissioner, supra. The adjustment and
settlement of the tax liabilities of a corporation are
necessary steps in closing the business of the corporation.
See Field v. Commissioner, 32 T.C. 187, 204 (1959), affd.
without published opinion 286 F.2d 960 (6th Cir. 1960); Bos
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Last modified: May 25, 2011