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.
   24  Be It Enacted by the Legislature of the State of Florida:
   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.
   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         617.1809Conversion 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.