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administratively dissolved. Since petitioner was
dissolved, Mr. Asbury has continued as petitioner’s only
officer and director, by operation of Florida law, and he
retains the authority to act on petitioner’s behalf to wind
up and liquidate petitioner’s business and affairs. See
Fla. Stat. Ann. secs. 607.1405, 607.1421. As petitioner’s
only officer or director after the dissolution, Mr. Asbury
is the only person who can act on petitioner’s behalf.
Accordingly, he is the only person who could have the
authority to approve the filing of the instant petition for
redetermination on petitioner’s behalf. See Bared & Cobo
Co. v. Commissioner, supra; Starvest U.S., Inc. v.
Commissioner, supra. We find that Mr. Asbury had the
authority to sign the petition on petitioner’s behalf. We
further find that he is an “authorized officer” for
purposes of Rule 24(b).
Respondent’s motion argues that Mr. Asbury cannot
appear on petitioner’s behalf in this Court without
counsel, as an “authorized officer” of petitioner within
the meaning of Rule 24(b). According to respondent, an
officer of a Florida corporation is not authorized by Rule
24(b) to represent the corporation in this Court unless the
officer is also an attorney who can represent the
corporation before the courts of the State of Florida.
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Last modified: May 25, 2011