Lloyd T. Asbury, Attorney at Law, P.A. - Page 13

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             argument, the above-quoted provisions of the Florida                     
             Statutes, which explicitly apply to a dissolved corporation              
             and its former officers, provide not only that the                       
             dissolved corporation continues in existence and retains                 
             the right to sue and be sued, but also, in effect, that the              
             individuals who were officers and directors of the                       
             dissolved corporation continue in those positions and                    
             retain the authority to act on behalf of the corporation                 
             during the time necessary to wind up the business of the                 
             corporation.  See Fla. Stat. Ann. secs. 607.1405(2)(c),                  
             607.1421(4).  Furthermore, Florida law specifically                      
             provides that the officers or directors of the dissolved                 
             corporation are not subject to standards of conduct that                 
             are different from those prescribed for officers and                     
             directors of other corporations, except that they may be                 
             personally liable for the corporation’s debts, obligations,              
             and liabilities arising from their actions.  See id.                     
                  Questions about the authority of an officer of a                    
             corporation to act for and to bind the corporation are                   
             questions of fact to be decided under the common law of                  
             agency.  See, e.g., Trans World Travel v. Commissioner,                  
             T.C. Memo. 2001-6; Starvest U.S., Inc. v. Commissioner,                  
             supra.  It is undisputed that Mr. Asbury was petitioner’s                
             only officer or director before petitioner was                           






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