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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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Last modified: May 25, 2011