Terms Used In Florida Statutes 618.221

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • person: includes individuals, children, firms, associations, joint adventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups or combinations. See Florida Statutes 1.01
Any association incorporated under or that has adopted the provisions of this chapter, may, by a majority vote of its stockholders or members be brought under part I of chapter 607, as a corporation for profit by surrendering all right to carry on its business under this chapter, and the privileges and immunities incident thereto. It shall make out in duplicate a statement signed and sworn to by its directors to the effect that the association has, by a majority vote of its stockholders or members, decided to surrender all rights, powers, and privileges as a nonprofit cooperative marketing association under this chapter and to do business under and be bound by part I of chapter 607, as a corporation for profit and has authorized all changes accordingly. Articles of incorporation shall be delivered to the Department of State for filing as required under part I of chapter 607, except that they shall be signed by the members of the then board of directors. The filing fees and taxes shall be as provided under part I of chapter 607. Such articles of incorporation shall adequately protect and preserve the relative rights of the stockholders or members of the association so converting into a corporation for profit; provided that no rights or obligations due any stockholder or member of such association or any other person, firm, or corporation which have not been waived or satisfied shall be impaired by such conversion into a corporation for profit as herein authorized.