Florida Senate - 2012                              CS for SB 222
       By the Committee on Commerce and Tourism; and Senator Siplin
       577-01754-12                                           2012222c1
    1                        A bill to be entitled                      
    2         An act relating to limited agricultural associations;
    3         amending s. 604.14, F.S.; providing for the conversion
    4         of limited agricultural associations to corporations
    5         not for profit; conforming provisions; amending s.
    6         617.0122, F.S.; specifying a fee for filing a limited
    7         agricultural association’s certificate of conversion
    8         to a domestic corporation; creating s. 617.1809, F.S.;
    9         defining the term “limited agricultural association”
   10         for purposes of the act; providing procedures for
   11         conversion of a limited agricultural association to a
   12         domestic corporation not for profit; requiring the
   13         filing of a certificate of conversion and articles of
   14         incorporation with the Department of State; providing
   15         for the effective date of the conversion; providing
   16         that the conversion does not affect any obligation or
   17         liability of the association; providing that all
   18         rights, property, and obligations of the association
   19         are vested in the corporation; specifying that the
   20         association is not required to wind up its affairs or
   21         pay its liabilities and distribute its assets;
   22         providing for the association’s approval before the
   23         certificate of conversion is filed; authorizing the
   24         association to provide a plan or other record of
   25         conversion; providing an effective date.
   27  Be It Enacted by the Legislature of the State of Florida:
   29         Section 1. Section 604.14, Florida Statutes, is amended to
   30  read:
   31         604.14 Limited agricultural association; dissolution;
   32  conversion to a corporation not for profit.—
   33         (1) AAny limited agricultural association may be dissolved
   34  upon the presentation by its members of a petition for
   35  dissolution to a the circuit judge of the circuit in which the
   36  association’s wherein its principal place of business is
   37  located. The Such judge may issue any make all orders necessary
   38  for to the preservation of the rights of the members and
   39  creditors and the winding up of the affairs of the association.
   40  Such Notice of hearing on the petition for dissolution must
   41  shall be given as may by the judge deems be deemed proper.
   42         (2) A limited agricultural association may convert to a
   43  corporation not for profit in accordance with s. 617.1809.
   44         Section 2. Present subsection (22) of section 617.0122,
   45  Florida Statutes, is renumbered as subsection (23), and a new
   46  subsection (22) is added to that section to read:
   47         617.0122 Fees for filing documents and issuing
   48  certificates.—The Department of State shall collect the
   49  following fees on documents delivered to the department for
   50  filing:
   51         (22) Certificate of conversion of a limited agricultural
   52  association to a domestic corporation: $35.
   54  Any citizen support organization that is required by rule of the
   55  Department of Environmental Protection to be formed as a
   56  nonprofit organization and is under contract with the department
   57  is exempt from any fees required for incorporation as a
   58  nonprofit organization, and the Secretary of State may not
   59  assess any such fees if the citizen support organization is
   60  certified by the Department of Environmental Protection to the
   61  Secretary of State as being under contract with the Department
   62  of Environmental Protection.
   63         Section 3. Section 617.1809, Florida Statutes, is created
   64  to read:
   65         617.1809 Limited agricultural association; conversion to a
   66  domestic corporation not for profit.—
   67         (1) As used in this section, the term “limited agricultural
   68  association” or “association” means a limited agricultural
   69  association formed under ss. 604.09-604.14.
   70         (2) A limited agricultural association may convert to a
   71  domestic corporation not for profit by filing the following
   72  documents with the department in accordance with s. 617.01201:
   73         (a) A certificate of conversion, which must be executed by
   74  a person authorized in s. 617.01201(6) and such other persons
   75  that may be required in the association’s articles of
   76  association or bylaws.
   77         (b) Articles of incorporation, which must comply with s.
   78  617.0202 and be executed by a person authorized in s.
   79  617.01201(6).
   80         (3) The certificate of conversion must include:
   81         (a) The date upon which the association was initially
   82  formed under ss. 604.09-604.14.
   83         (b) The name of the association immediately before filing
   84  the certificate of conversion.
   85         (c) The name of the domestic corporation as set forth in
   86  its articles of incorporation.
   87         (d) The effective date of the conversion. If the conversion
   88  does not take effect upon filing the certificate of conversion
   89  and articles of incorporation, the delayed effective date for
   90  the conversion, subject to the limitation in s. 617.0123(2),
   91  must be a date certain and the same as the effective date of the
   92  articles of incorporation.
   93         (4) When the certificate of conversion and articles of
   94  incorporation are filed with the department, or upon the delayed
   95  effective date, the association is converted to the domestic
   96  corporation, and the corporation becomes subject to this
   97  chapter. However, notwithstanding s. 617.0123, the existence of
   98  the corporation is deemed to have commenced when the association
   99  was initially formed under ss. 604.09-604.14.
  100         (5) Conversion of a limited agricultural association to a
  101  domestic corporation does not affect any obligation or liability
  102  of the association which was incurred before the conversion.
  103         (6) When a conversion takes effect under this section, all
  104  rights, privileges, and powers of the converting association,
  105  all property, real, personal, and mixed, and all debts due to
  106  the association, as well as all other assets and causes of
  107  action belonging to the association, are vested in the domestic
  108  corporation to which the association is converted and are the
  109  property of the corporation as they were of the association. The
  110  title to any real property that is vested by deed or otherwise
  111  in the converting association does not revert and is not
  112  impaired by the operation of this chapter, but all rights of
  113  creditors and all liens upon any property of the association are
  114  preserved unimpaired, and all debts, liabilities, and duties of
  115  the association attach to the domestic corporation and are
  116  enforceable against it to the same extent as if the debts,
  117  liabilities, and duties had been incurred or contracted by the
  118  corporation.
  119         (7) The limited agricultural association is not required to
  120  wind up its affairs or pay its liabilities and distribute its
  121  assets. Conversion does not constitute a dissolution of the
  122  association but is a continuation of the association’s existence
  123  in the form of the domestic corporation.
  124         (8) Before a limited agricultural association may file a
  125  certificate of conversation with the department, unless
  126  otherwise specified in the association’s articles of association
  127  or bylaws, the conversion must be approved by a majority vote of
  128  the association’s members, and the articles of incorporation
  129  must be approved by the same authorization required for approval
  130  of the conversion. As part of the approval, the converting
  131  association may provide a plan or other record of conversion
  132  which describes the manner and basis of converting the
  133  membership interests in the association into membership
  134  interests in the domestic corporation. The plan or other record
  135  may also contain other provisions relating to the conversion,
  136  including, but not limited to, the right of the converting
  137  association to abandon the proposed conversion or an effective
  138  date for the conversion which is consistent with paragraph
  139  (3)(d).
  140         Section 4. This act shall take effect upon becoming a law.