I have a small business and am owed money from an incorporated company that is now considered inactive in the state of Florida (ADMIN DISSOLUTION FOR ANNUAL REPORT). I would like to take the registered agent/CEO to small claims to be held accountable for the money they owe me. Can I do this since they are dissolved or do I have any recourse for the money they owe me?

I can understand this is a frustrating situation for you. Creditors have certain rights to collect debts, but often they must be collected in particular ways. As for WHO do you sue... since the corporation is dissolved.... you really need an attorney to review a variety of things specific to your situation in order to know what options you have to sue the CEO personally. Usually, the shareholders (owners) of a corporation have limited liability for the debts of the corporation. An easy way to think of this is how big companies work - if you are a shareholder in Apple, or Microsoft, and that company doesn't pay its bills, then the creditors can't come after the shareholders for payment!! Its basically the same thing in small businesses too - creditors can't go after the shareholders to collect the bills of the company. HOWEVER... there are a variety of exceptions to this general rule. For instance, many creditors require the small corporation owners to personally guarantee the debts.... or if the corporation didn't operate the way they need to legally, then sometimes the corporate "veil" of limited liability can be "pierced" and the owners can be liable for the debts. There are other exceptions as well, but you would need to speak to an attorney regarding whether any of them apply in your situation.

If you want to take them to court, it sounds like you've demanded payment already, to no avail. Any additional information about the history of attempting to collect the money owed to your business may help you get better responses.

Also keep in mind, small claims court is usually for limited amounts, so check with your local small claims court on the amounts. If the amount owed to you is bigger than what you can seek in small claims court, I would suggest you speak to an attorney regarding what options you have to bring a claim in civil court.

You can find more information about collections and creditor rights in LawInfo's Free Legal Resource Center at: http://resources.lawinfo.com/en/Lega...ida/index.html. You can find an attorney through the LawInfo locator service on the home page at: http://www.lawinfo.com/.

Good luck!

The fact that the company is inactive according to the state generally only effects the named parties and who needs to be served with the lawsuit.

However, if they are not operational, it may be difficult to collect. Generally under Florida law, the officers/owners are trustees for three years on behalf of the creditor of the company.

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Paul K. Silverberg, Esq.