Legal Question in Business Law in Florida

Wrong dissoultion

I got a company in Orlando, FL that was set up back in the year of 2000 by my business partner and she set it up with the State of Nevada although we were living in Orlando, Florida. In 2005, I decided to close the company. I went to my accountant to find out what I got to do for the dissolution. He told me that I got to file with the Florida Department of State and he also gave me the Document Number for the paperwork. Today, I got a phone call from an attorney in the West Palm Beach area. He told me that the company that I dissolved was his client�s company. His client is a big real estate developer in that area down there and the name of their company is TOWN E, LLC in which mine is--name removed-- LLC. They are in the middles of a deal and need to get this matter solving within the next few days. I talked to my accountant but they can�t see me until next week. When I looked at the paperwork I then realize my accountant must had gave me the wrong Document Number to file for the dissolution and I was suppose to file with the State of Nevada . What can I do to resolve this situation as quickly as possible? Can I ask my accountant to take care of the matter including paying for the entire fee for the paperwork again?


Asked on 4/11/06, 8:11 pm

1 Answer from Attorneys
Thomas Shigo The Shigo Law Firm, P.A.

Re: Wrong dissoultion

The formal formation/dissolution of a business entity is a legal matter that should be handled by a lawyer or after consultation with a lawyer. The accountant was practicing law without a license which lead to predictable (bad) results. A reistatement filing must be done and this can be done online at the Florida Department of State, Division of Corporations web site. You will need to give the proper document number and a credit card for payment (pay the extra $5.00 to receive a certificate of reinstatement). The problem is that you had no authority to dissolve the LLC so you probably also have no authority to file for the reinstatement. The logistics of this will probably have to worked out with the other LLC or their attorney, the sooner the better. There could also be serious additional legal consequences to the actions described, you should consult with an attorney immediately. Lastly, it would not be inapproprate to ask the accountant for a reimbursment for any additional expenses/damages incurred as a result of the accountant's advice and actions.

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Answered on 4/12/06, 9:17 am


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