Post by Admin on Feb 18, 2015 8:55:53 GMT -5
AS of 2014
617.1803 Domestication of foreign not-for-profit corporations.
617.1805 Corporations for profit; when may become corporations not for profit.
617.1806 Conversion to corporation not for profit; petition and contents.
617.1807 Conversion to corporation not for profit; authority of circuit judge.
617.1808 Application of act to corporation converted to corporation not for profit.
617.1809 Limited agricultural association; conversion to a domestic corporation not for profit.
617.1803 Domestication of foreign not-for-profit corporations.—
(1) As used in this section, the term “not-for-profit corporation” includes any not-for-profit incorporated organization.
(2) Any foreign not-for-profit corporation may become domesticated in this state by filing with the Department of State:
(a) A certificate of domestication, executed in accordance with subsection (7) and filed in accordance with s. 617.01201; and
(b) Articles of incorporation, executed and filed in accordance with ss. 617.01201 and 617.0202.
(3) The certificate of domestication sH all certify:
(a) The date on which and the jurisdiction in which the corporation was first formed, incorporated, or otherwise came into being;
(b) The name of the corporation immediately before the filing of the certificate of domestication;
(c) The name of the corporation, as set forth in its articles of incorporation; and
(d) The jurisdiction that constituted the seat, siege social, or principal place of business or central administration of the corporation, or any other equivalent jurisdiction under applicable law, immediately before the filing of the certificate of domestication.
(4) Upon filing the certificate of domestication and articles of incorporation, the corporation sH all be domesticated in this state and sH all thereafter be subject to this section, except that notwithstanding s. 617.0203, the existence of the corporation sH all be deemed to have commenced on the date it commenced its existence in the jurisdiction in which it was first formed, incorporated, or otherwise came into being.
(5) The domestication of any not-for-profit corporation in this state does not affect any obligations or liabilities that it incurred before its domestication.
(6) The filing of a certificate of domestication does not affect the choice of law applicable to the corporation, except that, after the date the certificate of domestication is filed, the law of this state, applies to the corporation to the same extent as if it had been incorporated as a not-for-profit corporation of this state on that date.
(7) The certificate of domestication sH all be signed by any corporate officer, director, trustee, manager, partner, or other person performing functions equivalent to those of an officer or director, however named or described, who is authorized to sign the certificate of domestication on behalf of the corporation.
(8) When a domestication becomes effective:
(a) The title to all real and personal property, both tangible and intangible, of the foreign corporation remains in the domesticated corporation without reversion or impairment;
(b) The liabilities of the foreign corporation remain the liabilities of the domesticated corporation;
(c) An action or proceeding against the foreign corporation continues against the domesticated corporation as if the domestication had not occurred;
(d) The articles of incorporation attached to the certificate of domestication constitute the articles of incorporation of the domesticated corporation; and
(e) Membership interests in the foreign corporation remain identical in the domesticated corporation.
History.—s. 3, ch. 2003-14; s. 53, ch. 2009-205.
617.1805 Corporations for profit; when may become corporations not for profit.—Any corporation for profit incorporated under any of the laws of the state, engaged solely in carrying out the purposes and objects for which corporations not for profit are authorized under state law to carry out, may change its corporate nature from a corporation for profit to that of a corporation not for profit as defined in this act, by filing a petition in the circuit court of the county wherein its principal place of business is located in the name of the corporation signed by an officer of the corporation and under its corporate seal setting forth the purposes and objects in which it is solely engaged, and requesting that the nature of the corporation be changed. However, any corporation for profit, which has transferred, or is in the process of transferring, its functions and assets to a corporation not for profit by proceedings under this act sH all, upon the recital of the facts, circumstances, and intentions surrounding such transfer proceedings in a petition filed in accordance with s. 617.1806, and the subsequent approval thereof by the circuit judge to whom presented, be deemed to have acted under this act and such corporation not for profit sH all succeed to the rights, liabilities, and assets of its corporate predecessor.
History.—s. 123, ch. 90-179; s. 7, ch. 95-211.
617.1806 Conversion to corporation not for profit; petition and contents.—A petition for conversion to a corporation not for profit pursuant to s. 617.1805 sH all be accompanied by the written consent of all the shareholders authorizing the change in the corporate nature and directing an authorized officer to file such petition before the court, together with a statement agreeing to accept all the property of the petitioning corporation and agreeing to assume and pay all its indebtedness and liabilities, and the proposed articles of incorporation signed by the president and secretary of the petitioning corporation which sH all set forth the provisions required in original articles of incorporation by s. 617.0202.
History.—s. 124, ch. 90-179; s. 54, ch. 2009-205.
617.1807 Conversion to corporation not for profit; authority of circuit judge.—If the circuit judge to whom the petition and proposed articles of incorporation are presented finds that the petition and proposed articles are in proper form, he or she sH all approve the articles of incorporation and endorse his or her approval thereon; such approval sH all provide that all of the property of the petitioning corporation sH all become the property of the successor corporation not for profit, subject to all indebtedness and liabilities of the petitioning corporation. The articles of incorporation with such endorsements thereupon sH all be sent to the Department of State, which sH all, upon receipt thereof and upon payment of all taxes due the state by the petitioning corporation, if any, issue a certificate showing the receipt of the articles of incorporation with the endorsement of approval thereon and of the payment of all taxes to the state. Upon payment of the filing fees specified in s. 617.0122, the Department of State sH all file the articles of incorporation, and from thenceforth the petitioning corporation sH all become a corporation not for profit under the name adopted in the articles of incorporation and subject to all the rights, powers, immunities, duties, and liabilities of corporations not for profit under state law, and its rights, powers, immunities, duties, and liabilities as a corporation for profit sH all cease and determine.
History.—s. 125, ch. 90-179; s. 103, ch. 97-102.
617.1808 Application of act to corporation converted to corporation not for profit.—All the provisions of this act relating to corporations not for profit, except insofar as they are inconsistent with ss. 617.1805, 617.1806, and 617.1807, sH all be applicable to any corporation whose character has been changed under ss. 617.1805, 617.1806, and 617.1807 and sH all henceforth govern such corporation.
History.—s. 126, ch. 90-179; s. 8, ch. 95-211.
617.1809 Limited agricultural association; conversion to a domestic corporation not for profit.—
(1) As used in this section, the term “limited agricultural association” or “association” means a limited agricultural association formed under ss. 604.09-604.14.
(2) A limited agricultural association may convert to a domestic corporation not for profit by filing the following documents with the department in accordance with s. 617.01201:
(a) A certificate of conversion, which must be executed by a person authorized in s. 617.01201(6) and such other persons that may be required in the association’s articles of association or bylaws.
(b) Articles of incorporation, which must comply with s. 617.0202 and be executed by a person authorized in s. 617.01201(6).
(3) The certificate of conversion must include:
(a) The date upon which the association was initially formed under ss. 604.09-604.14.
(b) The name of the association immediately before filing the certificate of conversion.
(c) The name of the domestic corporation as set forth in its articles of incorporation.
(d) The effective date of the conversion. If the conversion does not take effect upon filing the certificate of conversion and articles of incorporation, the delayed effective date for the conversion, subject to the limitation in s. 617.0123(2), must be a date certain and the same as the effective date of the articles of incorporation.
(4) When the certificate of conversion and articles of incorporation are filed with the department, or upon the delayed effective date, the association is converted to the domestic corporation, and the corporation becomes subject to this chapter. However, notwithstanding s. 617.0123, the existence of the corporation is deemed to have commenced when the association was initially formed under ss. 604.09-604.14.
(5) Conversion of a limited agricultural association to a domestic corporation does not affect any obligation or liability of the association that was incurred before the conversion.
(6) When a conversion takes effect under this section, all rights, privileges, and powers of the converting association, all property, real, personal, and mixed, and all debts due to the association, as well as all other assets and causes of action belonging to the association, are vested in the domestic corporation to which the association is converted and are the property of the corporation as they were of the association. The title to any real property that is vested by deed or otherwise in the converting association does not revert and is not impaired by the operation of this chapter, but all rights of creditors and all liens upon any property of the association are preserved unimpaired, and all debts, liabilities, and duties of the association attach to the domestic corporation and are enforceable against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by the corporation.
(7) The limited agricultural association is not required to wind up its affairs or pay its liabilities and distribute its assets. Conversion does not constitute a dissolution of the association but is a continuation of the association’s existence in the form of the domestic corporation.
(8) Before a limited agricultural association may file a certificate of conversion with the department, unless otherwise specified in the association’s articles of association or bylaws, the conversion must be approved by a majority vote of the association’s members, and the articles of incorporation must be approved by the same authorization required for approval of the conversion. As part of the approval, the converting association may provide a plan or other record of conversion which describes the manner and basis of converting the membership interests in the association into membership interests in the domestic corporation. The plan or other record may also contain other provisions relating to the conversion, including, but not limited to, the right of the converting association to abandon the proposed conversion or an effective date for the conversion that is consistent with paragraph (3)(d).
History.—s. 3, ch. 2012-71.
617.1803 Domestication of foreign not-for-profit corporations.
617.1805 Corporations for profit; when may become corporations not for profit.
617.1806 Conversion to corporation not for profit; petition and contents.
617.1807 Conversion to corporation not for profit; authority of circuit judge.
617.1808 Application of act to corporation converted to corporation not for profit.
617.1809 Limited agricultural association; conversion to a domestic corporation not for profit.
617.1803 Domestication of foreign not-for-profit corporations.—
(1) As used in this section, the term “not-for-profit corporation” includes any not-for-profit incorporated organization.
(2) Any foreign not-for-profit corporation may become domesticated in this state by filing with the Department of State:
(a) A certificate of domestication, executed in accordance with subsection (7) and filed in accordance with s. 617.01201; and
(b) Articles of incorporation, executed and filed in accordance with ss. 617.01201 and 617.0202.
(3) The certificate of domestication sH all certify:
(a) The date on which and the jurisdiction in which the corporation was first formed, incorporated, or otherwise came into being;
(b) The name of the corporation immediately before the filing of the certificate of domestication;
(c) The name of the corporation, as set forth in its articles of incorporation; and
(d) The jurisdiction that constituted the seat, siege social, or principal place of business or central administration of the corporation, or any other equivalent jurisdiction under applicable law, immediately before the filing of the certificate of domestication.
(4) Upon filing the certificate of domestication and articles of incorporation, the corporation sH all be domesticated in this state and sH all thereafter be subject to this section, except that notwithstanding s. 617.0203, the existence of the corporation sH all be deemed to have commenced on the date it commenced its existence in the jurisdiction in which it was first formed, incorporated, or otherwise came into being.
(5) The domestication of any not-for-profit corporation in this state does not affect any obligations or liabilities that it incurred before its domestication.
(6) The filing of a certificate of domestication does not affect the choice of law applicable to the corporation, except that, after the date the certificate of domestication is filed, the law of this state, applies to the corporation to the same extent as if it had been incorporated as a not-for-profit corporation of this state on that date.
(7) The certificate of domestication sH all be signed by any corporate officer, director, trustee, manager, partner, or other person performing functions equivalent to those of an officer or director, however named or described, who is authorized to sign the certificate of domestication on behalf of the corporation.
(8) When a domestication becomes effective:
(a) The title to all real and personal property, both tangible and intangible, of the foreign corporation remains in the domesticated corporation without reversion or impairment;
(b) The liabilities of the foreign corporation remain the liabilities of the domesticated corporation;
(c) An action or proceeding against the foreign corporation continues against the domesticated corporation as if the domestication had not occurred;
(d) The articles of incorporation attached to the certificate of domestication constitute the articles of incorporation of the domesticated corporation; and
(e) Membership interests in the foreign corporation remain identical in the domesticated corporation.
History.—s. 3, ch. 2003-14; s. 53, ch. 2009-205.
617.1805 Corporations for profit; when may become corporations not for profit.—Any corporation for profit incorporated under any of the laws of the state, engaged solely in carrying out the purposes and objects for which corporations not for profit are authorized under state law to carry out, may change its corporate nature from a corporation for profit to that of a corporation not for profit as defined in this act, by filing a petition in the circuit court of the county wherein its principal place of business is located in the name of the corporation signed by an officer of the corporation and under its corporate seal setting forth the purposes and objects in which it is solely engaged, and requesting that the nature of the corporation be changed. However, any corporation for profit, which has transferred, or is in the process of transferring, its functions and assets to a corporation not for profit by proceedings under this act sH all, upon the recital of the facts, circumstances, and intentions surrounding such transfer proceedings in a petition filed in accordance with s. 617.1806, and the subsequent approval thereof by the circuit judge to whom presented, be deemed to have acted under this act and such corporation not for profit sH all succeed to the rights, liabilities, and assets of its corporate predecessor.
History.—s. 123, ch. 90-179; s. 7, ch. 95-211.
617.1806 Conversion to corporation not for profit; petition and contents.—A petition for conversion to a corporation not for profit pursuant to s. 617.1805 sH all be accompanied by the written consent of all the shareholders authorizing the change in the corporate nature and directing an authorized officer to file such petition before the court, together with a statement agreeing to accept all the property of the petitioning corporation and agreeing to assume and pay all its indebtedness and liabilities, and the proposed articles of incorporation signed by the president and secretary of the petitioning corporation which sH all set forth the provisions required in original articles of incorporation by s. 617.0202.
History.—s. 124, ch. 90-179; s. 54, ch. 2009-205.
617.1807 Conversion to corporation not for profit; authority of circuit judge.—If the circuit judge to whom the petition and proposed articles of incorporation are presented finds that the petition and proposed articles are in proper form, he or she sH all approve the articles of incorporation and endorse his or her approval thereon; such approval sH all provide that all of the property of the petitioning corporation sH all become the property of the successor corporation not for profit, subject to all indebtedness and liabilities of the petitioning corporation. The articles of incorporation with such endorsements thereupon sH all be sent to the Department of State, which sH all, upon receipt thereof and upon payment of all taxes due the state by the petitioning corporation, if any, issue a certificate showing the receipt of the articles of incorporation with the endorsement of approval thereon and of the payment of all taxes to the state. Upon payment of the filing fees specified in s. 617.0122, the Department of State sH all file the articles of incorporation, and from thenceforth the petitioning corporation sH all become a corporation not for profit under the name adopted in the articles of incorporation and subject to all the rights, powers, immunities, duties, and liabilities of corporations not for profit under state law, and its rights, powers, immunities, duties, and liabilities as a corporation for profit sH all cease and determine.
History.—s. 125, ch. 90-179; s. 103, ch. 97-102.
617.1808 Application of act to corporation converted to corporation not for profit.—All the provisions of this act relating to corporations not for profit, except insofar as they are inconsistent with ss. 617.1805, 617.1806, and 617.1807, sH all be applicable to any corporation whose character has been changed under ss. 617.1805, 617.1806, and 617.1807 and sH all henceforth govern such corporation.
History.—s. 126, ch. 90-179; s. 8, ch. 95-211.
617.1809 Limited agricultural association; conversion to a domestic corporation not for profit.—
(1) As used in this section, the term “limited agricultural association” or “association” means a limited agricultural association formed under ss. 604.09-604.14.
(2) A limited agricultural association may convert to a domestic corporation not for profit by filing the following documents with the department in accordance with s. 617.01201:
(a) A certificate of conversion, which must be executed by a person authorized in s. 617.01201(6) and such other persons that may be required in the association’s articles of association or bylaws.
(b) Articles of incorporation, which must comply with s. 617.0202 and be executed by a person authorized in s. 617.01201(6).
(3) The certificate of conversion must include:
(a) The date upon which the association was initially formed under ss. 604.09-604.14.
(b) The name of the association immediately before filing the certificate of conversion.
(c) The name of the domestic corporation as set forth in its articles of incorporation.
(d) The effective date of the conversion. If the conversion does not take effect upon filing the certificate of conversion and articles of incorporation, the delayed effective date for the conversion, subject to the limitation in s. 617.0123(2), must be a date certain and the same as the effective date of the articles of incorporation.
(4) When the certificate of conversion and articles of incorporation are filed with the department, or upon the delayed effective date, the association is converted to the domestic corporation, and the corporation becomes subject to this chapter. However, notwithstanding s. 617.0123, the existence of the corporation is deemed to have commenced when the association was initially formed under ss. 604.09-604.14.
(5) Conversion of a limited agricultural association to a domestic corporation does not affect any obligation or liability of the association that was incurred before the conversion.
(6) When a conversion takes effect under this section, all rights, privileges, and powers of the converting association, all property, real, personal, and mixed, and all debts due to the association, as well as all other assets and causes of action belonging to the association, are vested in the domestic corporation to which the association is converted and are the property of the corporation as they were of the association. The title to any real property that is vested by deed or otherwise in the converting association does not revert and is not impaired by the operation of this chapter, but all rights of creditors and all liens upon any property of the association are preserved unimpaired, and all debts, liabilities, and duties of the association attach to the domestic corporation and are enforceable against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by the corporation.
(7) The limited agricultural association is not required to wind up its affairs or pay its liabilities and distribute its assets. Conversion does not constitute a dissolution of the association but is a continuation of the association’s existence in the form of the domestic corporation.
(8) Before a limited agricultural association may file a certificate of conversion with the department, unless otherwise specified in the association’s articles of association or bylaws, the conversion must be approved by a majority vote of the association’s members, and the articles of incorporation must be approved by the same authorization required for approval of the conversion. As part of the approval, the converting association may provide a plan or other record of conversion which describes the manner and basis of converting the membership interests in the association into membership interests in the domestic corporation. The plan or other record may also contain other provisions relating to the conversion, including, but not limited to, the right of the converting association to abandon the proposed conversion or an effective date for the conversion that is consistent with paragraph (3)(d).
History.—s. 3, ch. 2012-71.