Legal Question in Real Estate Law in Florida

Re: Rights of owners land in dissolved corporation.

Your question is one that concerns several areas of the law, namely corporations, real estate, and probate.

First, the owner of the land is presumably still the corporation. As such the corporate entity owns the land and not the individual shareholders. To confirm ownership, someone will need to review the public records and/or the tax bills for the parcel.

Assuming that the corporation has not filed any annual returns since 1994, it is safe to say that the corporation has been dissolved. As such, the corporation can do nothing more than wind down its affairs, pay is creditors, and distribute the assets to the shareholders.

At this point, you will need to research who the shareholders are of the corporation. If the only shareholders are the three gentleman that are deceased, the corporate stock should have been distributed to the heirs by probate and/or a will. The surviving heirs should at this point get together to decide what they want to do with the corporation and the assets (land). Something should be done soon because there may be outstanding tax liens on the property which will ultimately result in the sale of tax certificates and a tax sale. You will need to speak to the local tax office to inquire as to the tax status of the property.

Finally, assuming everything is cured and the shareholders agree to sell the property, the corporation may need to be reinstated for the purposes of the real estate closing. Most title companies require this as a condition of the closing. All of the foregoing could be very expensive as the annual filing fee penalties plus any past due tax bills and liens could add up.

Accordingly, quite a lot of research is ahead of you to piece together the total picture to ascertain what expenses are involved in selling the property as compared to its fair market value.

Feel free to contact me if you should have any further questions.