The articles of revocation of dissolution of a Florida Profit Corporation must comply with the requirements set forth in section 607.1404, Florida Statutes, and be filed in accordance with section 607.0120, Florida Statutes. Reprints of these sections are on the reverse side of this page. The filing fee for the articles of revocation of dissolution is $35. The fee for a Certified Copy of the document is $8.75 (plus $1 per page for each page over 8, not to exceed a maximum of $52.50). Submit one check for the entire fee(s) made payable to Florida Department of State. Please include a cover letter containing your return address to receive your filing acknowledgment. Also, please provide a telephone number so that we may contact you regarding any problems with the filing that can be resolved by telephone. If you need additional information regarding this filing, please contact the Amendment Filing Section at (850) 487-6050 or write to the Division of Corporations, P. O. Box 6327, Tallahassee, FL 32314.
CR2E008(6/99)
607.1404 Revocation of dissolution. (1) A corporation may revoke its dissolution at any time prior to the expiration of 120 days following the effective date of the articles of dissolution. (2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action. (3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Department of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (a) The name of the corporation; (b) The effective date of the dissolution that was revoked; (c) The date that the revocation of dissolution was authorized; (d) If the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect; (e) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (f) If shareholder action was required to revoke the dissolution, the information required by s. 607.1403(1)(c) or (d). (4) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred. 607.0120 Filing Requirements.(1) A document must satisfy the requirements of this section and of any other section that adds to or varies these requirements to be entitled to filing by the Department of State. (2) This act must require or permit filing the document in the office of the Department of State. (3) The document must contain the information required by this act. It may contain other information as well. (4) The document must be typewritten or printed. (5) The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of status required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (6) The document must be executed: (a) By the chairman or any vice chairman of the board of directors of a domestic or foreign corporation, or by its president or by another of its officers; (b) If directors have not been selected or the corporation has not been formed, by an incorporator; or (c) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (7) The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. The document may, but need not, contain: (a) The corporate seal, (b) An attestation by the secretary or an assistant secretary, (c) An acknowledgment, verification, or proof. (8) If the Department of State has prescribed a mandatory form for the document under s. 607.0121, the document must be in or on the prescribed form. (9) The document must be delivered to the office of the Department of State for filing, may be accompanied by one exact or conformed copy (except as provided in s. 607.1509), and must be accompanied by the correct filing fee, and any other tax or penalty required by this act or other law.