Luxury Homes and Estates of Florida Magazine
by Houston E. Short
A corporation deep in debt often will try to eliminate liability by merely incorporating under a different name. In many circumstances the law will allow creditors of the defunct corporation to recover from the new corporation.
Generally, Florida law does not impose the liabilities of a predecessor corporation on a successor corporation unless:
1. The successor expressly or impliedly assumes obligations of the predecessor;
2. The transaction is a de facto merger;
3. The successor is a mere continuation of the predecessor; or
4. The transaction is a fraudulent effort to avoid the liabilities of the predecessor.
