I am suing a sign company that is a Florida corporation.  The corporation
was formed in 2020. It failed to file the annual report for 2021.  The
corporation was not administratively dissolved.  it was reinstated as a
corporation in February 2022.

On August 16, 2021, a building permit was issued naming the corporation as
the contractor.  The DBPR for licensing purposes website shows the
individual who owns the corporation as the primary name, and the
corporation as the DBA name.  During the remainder of 2021 and beginning of
2022, the sign was designed and constructed.  Given the facts of this
situation, can the corporate veil be pierced?  Does the individual have any
personal liability?  Can the individual be named a defendant in addition to
the corporation.  Thanks for any input and advice.  Arlene

Arlene C. Udick, Esq.

(p) 352-391-1888

(c) 352-217-3176

This office is closed on Fridays.

Look at Fla. Stat. 617.1421(3) and (4). The corporation continues to exist, but isn’t supposed to do business. If it does directors and officers are personally liable until and unless the corporation is reinstated. Because the corporation was reinstated, I doubt that will give a basis for personal liability.

The bigger question is who is the contractor. You said DBPR shows the individual as the contractor and the corporation as a dba. Is that the case or is the company the licensed contractor and the individual the qualifying agent? If he’s merely the qualifier I doubt there’s any basis for personal liability, according to subsection (4) of the statute.

But if he is not the qualifier, then the corporation which entered into the contract is likely to be considered unlicensed, which triggers the question of whether it can enforce the contract, be required to disgorge what it was paid, etc.

Regards,
Langfred W. White, Esquire
Board Certified in Construction Law

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The Law Offices of Langfred W. White, PA
P.O. Box 8334
Clearwater, FL 33758
Email: lan@lwwhiteattorney.commailto:lan@lwwhiteattorney.com
Phone: (727) 422-5064

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From: clc-discussion-bounces@lists.flabarrpptl.org clc-discussion-bounces@lists.flabarrpptl.org On Behalf Of RPPTL CLC-Discussion
Sent: Tuesday, August 23, 2022 1:07 PM
To: clc-discussion@lists.flabarrpptl.org
Subject: [CLC-Discussion] Administrative Dissolution of a Florida corporation

I am suing a sign company that is a Florida corporation.  The corporation was formed in 2020. It failed to file the annual report for 2021.  The corporation was not administratively dissolved.  it was reinstated as a corporation in February 2022.

On August 16, 2021, a building permit was issued naming the corporation as the contractor.  The DBPR for licensing purposes website shows the individual who owns the corporation as the primary name, and the corporation as the DBA name.  During the remainder of 2021 and beginning of 2022, the sign was designed and constructed.  Given the facts of this situation, can the corporate veil be pierced?  Does the individual have any personal liability?  Can the individual be named a defendant in addition to the corporation.  Thanks for any input and advice.  Arlene

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Arlene C. Udick, Esq.
(p) 352-391-1888
(c) 352-217-3176

This office is closed on Fridays.