Florida Statutes § 425.19 — Dissolution.

425.19 Dissolution.—(1) A cooperative which has not commenced business may dissolve voluntarily by delivering to the Department of State articles of dissolution, executed and acknowledged on behalf of the cooperative by a majority of the incorporators, which shall state:(a) The name of the cooperative; (b) The address of its principal office; (c) The date of its incorporation; (d) That the cooperative has not commenced business; (e) That the amount, if any, actually paid in on account of membership fees, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto and that all easements shall have been released to the grantors; (f) That no debt of the cooperative remains unpaid; and (g) That a majority of the incorporators elect that the cooperative be dissolved. Such articles of dissolution shall be submitted to the Department of State for filing as provided in this chapter. (2) A cooperative which has commenced business may dissolve voluntarily and wind up its affairs in the following manner:(a) The board of trustees shall first recommend that the cooperative be dissolved voluntarily and thereafter the proposition that the cooperative be dissolved shall be submitted to the members of the cooperative at any annual or special meeting the notice of which shall set forth such proposition. The proposed voluntary dissolution shall be deemed to be approved upon the affirmative vote of not less than two-thirds of those members voting thereon at such meeting; (b) Upon such approval, a certificate of election to dissolve, hereinafter designated the “certificate,” shall be executed and acknowledged on behalf of the cooperative by its president or vice president, and its corporate seal shall be affixed thereto and attested by its secretary. The certificate shall state:1. The name of the cooperative; 2. The address of its principal office; 3. The names and addresses of its trustees; and 4. The total number of members of the cooperative and the number of members who voted for and against the voluntary dissolution of the cooperative. The president or vice president executing the certificate shall also make and annex thereto an affidavit stating that the provisions of this subsection were duly complied with. Such certificate and affidavit shall be submitted to the Department of State for filing as provided in this chapter; (c) Upon the filing of the certificate and affidavit by the Department of State, the cooperative shall cease to carry on its business except insofar as may be necessary for the winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed by the Department of State; (d) After the filing of the certificate and affidavit by the Department of State the board of trustees shall immediately cause notice of the winding up proceedings to be mailed to each known creditor and claimant and to be published once a week for 2 successive weeks in a newspaper of general circulation in the county in which the principal office of the cooperative is located; (e) The board of trustees shall have full power to wind up and settle the affairs of the cooperative and shall proceed to collect the debts owing to the cooperative, convey and dispose of its property and assets, pay, satisfy, and discharge its debts, obligations, and liabilities, and do all other things required to liquidate its business and affairs, and after paying or adequately providing for the payment of all its debts, obligations and liabilities, shall distribute the remainder of its property and assets among its members in proportion to the aggregate patronage of each such member during the 7 years next preceding the date of such filing of the certificate, or, if the cooperative shall not have been in existence for such period, during the period of its existence; and (f) When all debts, liabilities and obligations of the cooperative have been paid and discharged or adequate provision shall have been made therefor, and all of the remaining property and assets of the cooperative shall have been distributed to the members pursuant to the provisions of this section, the board of trustees shall authorize the execution of articles of dissolution which shall thereupon be executed and acknowledged on behalf of the cooperative by its president or vice president, and its corporate seal shall be affixed thereto and attested by its secretary. Such articles of dissolution shall recite in the caption that they are executed pursuant to this chapter and shall state:1. The name of the cooperative; 2. The address of the principal office of the cooperative; 3. That the cooperative has heretofore delivered to the Department of State a certificate of election to dissolve and the date on which the certificate was filed by the Department of State in the records of its office; 4. That all debts, obligations and liabilities of the cooperative have been paid and discharged or that adequate provision has been made therefor; 5. That all the remaining property and assets of the cooperative have been distributed among the members in accordance with the provisions of this section; and 6. That there are no actions or suits pending against the cooperative. The president or vice president executing the articles of dissolution shall also make and annex thereto an affidavit stating that the provisions of this subsection were duly complied with. Such articles of dissolution and affidavit accompanied by proof of the publication required in this subsection, shall be submitted to the Department of State for filing as provided in this chapter.