Fla. Stat. § 617.14091: Limitation on director liability for a dissolved corporation; claims against dissolved corporation; enforcement.

(1) Directors of a dissolved corporation or governing persons of a successor entity that has disposed of claims under s. 617.1407, s. 617.1408, or s. 617.1409 are not personally liable to the claimants of the dissolved corporation.

(2) A claim that is not barred by s. 617.1407, s. 617.1408, or by any other law limiting claims, may be enforced:

(a) Against the dissolved corporation, to the extent of its undistributed assets; or

(b) Except as provided in s. 617.1409(4), if the assets have been distributed in liquidation, against a member of the dissolved corporation to the extent of the member’s pro rata share of the claim or the corporate assets distributed to the member in liquidation, whichever is less, provided that the aggregate liability of any member of a dissolved corporation arising under s. 617.1408 or otherwise may not exceed the total amount distributed to the member in dissolution.

History.—s. 74, ch. 2026-168.