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. 26 27 Be It Enacted by the Legislature of the State of Florida: 28 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) A
Anylimited agricultural association may be dissolved 34 upon the presentation by its members of a petition for 35 dissolution to a thecircuit judge of the circuit in which the 36 association’s wherein itsprincipal place of business is 37 located. The Suchjudge may issue any make allorders necessary 38 for to thepreservation of the rights of the members and 39 creditors and the winding up of the affairs of the association. 40 SuchNotice of hearing on the petition for dissolution must 41 shallbe given as may bythe judge deems be deemedproper. 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. 53 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.