HB 827

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  Any limited agricultural association may be
34	dissolved 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.  Subsection (22) of section 617.0122, Florida
45	Statutes, is renumbered as subsection (23), and a new subsection
46	(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
68	agricultural association" or "association" means a limited
69	agricultural 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
88	conversion does not take effect upon filing the certificate of
89	conversion and articles of incorporation, the delayed effective
90	date for the conversion, subject to the limitation in s.
91	617.0123(2), must be a date certain and the same as the
92	effective date of the 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 that 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
120	to 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 that is consistent with paragraph
139	(3)(d).
140	Section 4.  This act shall take effect upon becoming a law.

CODING: Words stricken are deletions; words underlined are additions.