Circumstances may arise when the directors or officers of a dissolved corporation are unwilling or unable to serve and carry out certain statutorily permissible actions that are appropriate to wind up and liquidate the business and its affairs. Or, the location of the directors or officers of the dissolved corporation may be unknown in spite of a diligent search to locate them. Pursuant to Florida Statutes Section 607.1405(1), some of the permissible actions of a dissolved corporation include collecting assets of the dissolved corporation, discharging or making provision for discharging its liabilities, and "doing every other act necessary to wind up and liquidate its business and affairs."
From time to time, a dissolved corporation may be a party to a lawsuit or an arbitration proceeding. However, the directors or officers of the dissolved corporation may be unwilling or unable to serve as representatives of the dissolved corporation in the lawsuit or arbitration proceeding (or the directors or officers may be missing and cannot be located). For example, if the dissolved corporation is insured, the terms of a liability insurance policy may provide a defense (through insurance defense counsel) and/or indemnity to the dissolved corporation for the alleged liabilities and resulting losses claimed in the lawsuit or arbitration proceeding. Thus, lawyers who are retained by the insurer to represent the interests of the dissolved corporation may be unable to communicate with a representative of the client (i.e., the dissolved corporation), who must participate, provide information, produce documents, and make decisions in the case. In this instance, the lawyers for one or more parties may seek to appoint a trustee to serve as the representative of the dissolved corporation. See Florida Statutes Section 607.1405(5) (Under Florida law, the circuit court may appoint a trustee for the dissolved corporation who may engage in any act permitted under Section 607.1405(1) if any director or officer of the dissolved corporation is unwilling or unable to serve or cannot be located.) The dissolved corporation's insurer may be willing to pay for the services of the trustee.
Joel Ewusiak will serve in the role of trustee for a dissolved corporation that is a party to a lawsuit or an arbitration proceeding when any director or officer of the dissolved corporation is unwilling or unable to serve or cannot be located. Please contact Joel to discuss your specific matter.