Winding Up the Seller After a Florida Asset Sale: the 607.1406 Claims Cutoff
After a Florida asset sale, the seller entity still owes its debts. Sections 607.1406 and 607.1407 let a dissolved seller cut off claims — on a strict calendar.
After a Florida asset sale, the seller entity still owes its debts. Sections 607.1406 and 607.1407 let a dissolved seller cut off claims — on a strict calendar.
Every Florida closing set includes a FIRPTA non-foreign certificate — section 1445 makes the buyer liable for 15% withholding if the seller is foreign.
Florida limited partners get appraisal rights in mergers and conversions under 620.2114, but the partnership agreement can modify or eliminate them entirely.
Rollover equity and seller notes in a Florida deal are securities. The 2024 rewrite of Ch. 517 changed which exemptions apply and added a bad actor rule.
A UCC-1 alone will not protect a seller note secured by a Florida liquor license. Section 561.65 requires recording with the DBPR division within 90 days.
Florida Bar Rule 4-1.17 lets a lawyer sell a practice, including goodwill, but its entirety rule, 30-day client notice, and fee freeze dictate the deal structure.
After the 2024 SEC cyber rules and updated FTC Safeguards, every 2026 tech M&A deal needs an incident disclosure rep that pierces the knowledge qualifier. The four elements sellers should expect to negotiate.
Florida founders who bring in a fractional CFO 90 days before going to market consistently see a higher multiple at LOI. The three deliverables that translate directly into enterprise value, and the math on the trade.
Buyers of Florida targets often need to sue out-of-state sellers on post-closing indemnification claims. Whether Florida § 48.193 and due process pull those sellers into a Florida forum decides if the suit clears Rule 1.140.
Florida courts set aside a chosen non-Florida law on public-policy grounds more than deal counsel realize. The Restatement § 187 test and the fix for M&A drafting.