Florida Senate - 2012 SB 222 By Senator Siplin 19-00300-12 2012222__ 1 A bill to be entitled 2 An act relating to domestic corporations; amending s. 3 617.0122, F.S.; providing a fee for a certificate of 4 conversion into a domestic corporation; creating s. 5 617.1809, F.S.; providing for conversion of a limited 6 agricultural association into a domestic corporation; 7 requiring that the association file certain 8 information with the Department of State to convert 9 into a domestic corporation; providing criteria for 10 the certificate of conversion; providing for when an 11 association conversion into a domestic corporation is 12 effective; providing that the conversion does not 13 affect any obligation or liability of the association; 14 providing for all rights and obligations of the 15 association to be vested in the domestic corporation; 16 prohibiting any requirement that the association wind 17 up its affairs or pay its liabilities and distribute 18 its assets; requiring that the conversion and the 19 articles of incorporation be approved by the 20 association-governing documents before the certificate 21 of conversion is filed with the Department of State; 22 providing an effective date. 23 24 Be It Enacted by the Legislature of the State of Florida: 25 26 Section 1. Present subsection (22) of section 617.0122, 27 Florida Statutes, is redesignated as subsection (23), and a new 28 subsection (22) is added to that section, to read: 29 617.0122 Fees for filing documents and issuing 30 certificates.—The Department of State shall collect the 31 following fees on documents delivered to the department for 32 filing: 33 (22) Certificate of conversion into a domestic corporation: 34 $35. 35 36 Any citizen support organization that is required by rule of the 37 Department of Environmental Protection to be formed as a 38 nonprofit organization and is under contract with the department 39 is exempt from any fees required for incorporation as a 40 nonprofit organization, and the Secretary of State may not 41 assess any such fees if the citizen support organization is 42 certified by the Department of Environmental Protection to the 43 Secretary of State as being under contract with the Department 44 of Environmental Protection. 45 Section 2. Section 617.1809, Florida Statutes, is created 46 to read: 47 617.1809 Conversion of a limited agricultural association 48 into a domestic corporation.— 49 (1) As used in this section, the term “association” means a 50 limited agricultural association that is organized under chapter 51 604. 52 (2) Any association may convert into a domestic corporation 53 if the association complies with the requirements of this 54 section. In order to be converted, the association must file 55 with the Department of State, pursuant to s. 617.01201, the 56 following: 57 (a) A certificate of conversion into a domestic corporation 58 which is executed by a person authorized pursuant to s. 59 617.01201(6) and by the rules governing the association as 60 required by law. 61 (b) Articles of incorporation which comply with s. 617.0202 62 and which have been executed by the person authorized pursuant 63 to s. 617.01201(6). 64 (3) The certificate of conversion into a domestic 65 corporation must state: 66 (a) The date on which the association was first organized. 67 (b) The name of the association immediately before the 68 filing of the certificate of conversion. 69 (c) The name of the domestic corporation as set forth in 70 its articles of incorporation filed pursuant to subsection (2). 71 (d) The effective date or, subject to the limitations in s. 72 617.0123(2), the delayed effective date, which shall be a date 73 certain, of the conversion into the domestic corporation if the 74 conversion is not to be effective upon the filing of the 75 certificate of conversion and the articles of incorporation. The 76 delayed effective date of the conversion into the domestic 77 corporation may not be different from the effective date of the 78 articles of incorporation. 79 (4) When the certificate of conversion into a domestic 80 corporation and the articles of incorporation are filed with the 81 Department of State, or upon the delayed effective date, the 82 association is converted into the domestic corporation, and the 83 corporation is subject to all of the provisions of this chapter. 84 However, notwithstanding s. 617.0123, the existence of the 85 corporation shall be deemed to have commenced when the 86 association commenced its existence. 87 (5) The conversion of an association into a domestic 88 corporation does not affect any obligation or liability of the 89 association which was incurred before its conversion into the 90 domestic corporation. 91 (6) When any conversion becomes effective under this 92 section, all of the rights, privileges, and powers of the 93 association that has converted, and all property, real, 94 personal, and mixed, and all debts due to the association, as 95 well as all other assets and causes of action belonging to the 96 association, are vested in the domestic corporation into which 97 the association was converted and are the property of the 98 domestic corporation as they were of the converting association. 99 The title to any real property that is vested by deed or 100 otherwise in the converting association does not revert and is 101 not impaired by the operation of this chapter, but all rights of 102 creditors and all liens upon any property of the converting 103 association are preserved unimpaired, and all debts, 104 liabilities, and duties of the converting association attach to 105 the domestic corporation and are enforceable against it to the 106 same extent as if the debts, liabilities, and duties had been 107 incurred or contracted by the domestic corporation. 108 (7) The converting association is not required to wind up 109 its affairs or pay its liabilities and distribute its assets, 110 and the conversion does not constitute a dissolution of the 111 converting association. The conversion is a continuation of the 112 existence of the converting association in the form of the 113 domestic corporation. 114 (8) Before a certificate of conversion is filed with the 115 Department of State, the conversion must be approved in the 116 manner provided for by the document, instrument, agreement, or 117 other writing governing the internal affairs of the association 118 and the conduct of its business, or by law, as appropriate, and 119 the articles of incorporation must be approved by the same 120 authorization that is required to approve the conversion. As 121 part of the approval, the converting association may provide a 122 plan or other record of conversion which describes the manner 123 and basis of converting the membership interests in the 124 converting association into membership interests of the domestic 125 corporation. The plan or other record may also contain other 126 provisions relating to the conversion, including, without 127 limitation, the right of the association to abandon the proposed 128 conversion, or an effective date for the conversion which is not 129 inconsistent with paragraph (3)(d). 130 Section 3. This act shall take effect upon becoming a law.