2023 Florida Statutes › Title XLI - Statute of Frauds, Fraudulent Transfers, and General Assignments › Chapter 727 - General Assignments › 727.104 - Commencement of Proceedings.

727.104 Commencement of proceedings.—
(1)(a) An irrevocable assignment and schedules shall be made in writing, containing the name and address of the assignor and assignee and providing for an equal distribution of the estate according to the priorities set forth in s. 727.114.
(b) The assignment shall be in substantially the following form:
ASSIGNMENT
ASSIGNMENT, made this   day of  ,   (year)  , between  , with a principal place of business at  , hereinafter “assignor,” and  , whose address is  , hereinafter “assignee.”
WHEREAS, the assignor has been engaged in the business of   ;
WHEREAS, the assignor is indebted to creditors, as set forth in Schedule A annexed hereto, is unable to pay its debts as they become due, and is desirous of providing for the payment of its debts, so far as it is possible by an assignment of all of its assets for that purpose.
NOW, THEREFORE, the assignor, in consideration of the assignee’s acceptance of this assignment, and for other good and valuable consideration, hereby grants, assigns, conveys, transfers, and sets over, unto the assignee, her or his successors and assigns, all of its assets, except such assets as are exempt by law from levy and sale under an execution, including, but not limited to, all real property, fixtures, goods, stock, inventory, equipment, furniture, furnishings, accounts receivable, bank deposits, cash, promissory notes, cash value and proceeds of insurance policies, claims and demands belonging to the assignor, and all books, records, and electronic data pertaining to all such assets, wherever such assets may be located, hereinafter the “estate,” as which assets are, to the best knowledge and belief of the assignor, set forth on Schedule B annexed hereto.
The assignee shall take possession of, and protect and preserve, all such assets and administer the estate in accordance with the provisions of chapter 727, Florida Statutes, and shall liquidate the assets of the estate with reasonable dispatch and convert the estate into money, collect all claims and demands hereby assigned as may be collectible, and pay and discharge all reasonable expenses, costs, and disbursements in connection with the execution and administration of this assignment from the proceeds of such liquidations and collections.
The assignee shall then pay and discharge in full, to the extent that funds are available in the estate after payment of administrative expenses, costs, and disbursements, all of the debts and liabilities now due from the assignor, including interest on such debts and liabilities. If funds of the estate shall not be sufficient to pay such debts and liabilities in full, then the assignee shall pay from funds of the estate such debts and liabilities, on a pro rata basis and in proportion to their priority as set forth in s. 727.114, Florida Statutes.
If all debts and liabilities are paid in full, any funds of the estate remaining shall be returned to the assignor.
To accomplish the purposes of this assignment, the assignor hereby appoints the assignee its true and lawful attorney, irrevocable, with full power and authority to do all acts and things which may be necessary to execute the assignment hereby created; to demand and recover from all persons all assets of the estate; to sue for the recovery of such assets; to execute, acknowledge, and deliver all necessary deeds, instruments, and conveyances; and to appoint one or more attorneys under her or him to assist the assignee in carrying out her or his duties hereunder.
The assignor hereby authorizes the assignee to sign the name of the assignor to any check, draft, promissory note, or other instrument in writing which is payable to the order of the assignor, or to sign the name of the assignor to any instrument in writing, whenever it shall be necessary to do so, to carry out the purpose of this assignment.
The assignee hereby accepts the trust created by the assignment, and agrees with the assignor that the assignee will faithfully and without delay carry out her or his duties under the assignment.
Assignor
Assignee
STATE OF FLORIDA
COUNTY OF
The foregoing assignment was acknowledged before me this   day of  ,   (year)  , by  , as assignor, and by  , as assignee, for the purposes therein expressed.
(Signature of Notary Public - State of Florida)
(Print, Type, or Stamp Commissioned Name of Notary Public)
Personally Known   OR Produced Identification
Type of Identification Produced
(c) The assignment shall have annexed thereto as Schedule A a true list of all of the assignor’s known creditors, their mailing addresses, the amount and nature of their claims, and whether their claims are disputed; and as Schedule B a true list of all assets of the estate, including the estimated liquidation value of the assets, their location, and, if real property, a legal description thereof, as of the date of the assignment.
(d) The schedules shall be in substantially the following forms:
SCHEDULE A—CREDITOR LIST
1. List all secured creditors showing:
Name
Address
Amount
Collateral
Whether or not disputed
2. List all wages owed showing:
Name
Address
Amount
Whether or not disputed
3. Consumer deposits:
Name
Address
Amount
Whether or not disputed
4. List all taxes owed showing:
Name
Address
Amount
Whether or not disputed
5. List all unsecured claims showing:
Name
Address
Amount
Whether or not disputed
6. List all owners or shareholders showing:
Name
Address
Percent of Ownership
7. List all pending litigation and opposing counsel of record:
Style
Parties
Opposing Counsel of Record
SCHEDULE B—LIST OF ASSETS
List each category of assets and for each give approximate value obtainable for the asset on the date of assignment, and address where asset is located.
I. Nonexempt Property
Description and
Location
Liquidation Value
at Date of Assignment
1. Legal description and street address of real estate, including leasehold interests:
2. Fixtures:
3. Cash and bank accounts:
4. Inventory:
5. Accounts receivable:
6. Equipment:
7. Prepaid expenses, including deposits, insurance, rents, and utilities:
8. Other, including loans to third parties, claims, and choses in action:
II. Exempt Property
Description and
Location
Liquidation Value
at Date of Assignment
(e) The assignment and schedules shall be duly verified upon oath by the assignor, and accepted by the assignee under oath in substantially the following form:
VERIFICATION OF ASSIGNMENT
AND SCHEDULES BY ASSIGNOR
The undersigned,   (name)  ,   (position with assignor)   of   (assignor)  , hereby verifies the Assignment of all of its rights, title, and interest in and to all of its assets, as indicated on the attached Schedules to that Assignment as filed with this Court on   (date)  , and further verifies each of the facts set forth in the Schedules annexed to the Assignment to the best of my knowledge and belief.
Name, Position with Assignor
STATE OF FLORIDA
COUNTY OF
Sworn to and subscribed before me this   day of  ,   (year)  .
(Signature of Notary Public - State of Florida)
(Print, Type, or Stamp Commissioned Name of Notary Public)
Personally Known   OR Produced Identification
Type of Identification Produced
ACCEPTANCE BY ASSIGNEE
The undersigned,   (assignee)  , the Assignee herein, duly acknowledges that the Assignee accepts delivery of the assignment and that he or she will duly perform the duties imposed upon the Assignee pursuant to chapter 727, Florida Statutes.
Assignee
STATE OF FLORIDA
COUNTY OF
Sworn to and subscribed before me this   day of  ,   (year)  .
(Signature of Notary Public - State of Florida)
(Print, Type, or Stamp Commissioned Name of Notary Public)
Personally Known   OR Produced Identification
Type of Identification Produced
(2) Within 10 days after delivery of the assignment to the assignee, the assignee shall:
(a) Record the original assignment, with or without the schedules, in the official records of the county in which the assignor had its principal place of business and shall thereafter promptly record a certified copy of the assignment, with or without the schedules, in each county in this state in which real property assets of the estate are located. The assignee shall promptly record a certified copy of the assignment, without schedules, in the land records of each recording jurisdiction outside of this state in which real property assets of the estate are located. If a certified copy of the assignment is not acceptable for recording in a particular jurisdiction, the assignee shall record a lis pendens or similar notice of action permitted in that jurisdiction referencing the pendency of the proceedings under this chapter. In either instance, the recorded original assignment, certified copy of the assignment, or lis pendens or similar notice of action shall include the legal description of any real property located in the recording jurisdiction.
(b) File, in the office of the clerk of the court in the county of the assignor’s place of business if it has one, in the county of its chief executive office if it has more than one place of business, or in the county of the assignor’s residence if the assignor is an individual not engaged in business, in accordance with the procedures for filing a complaint as set forth in the Florida Rules of Civil Procedure, a petition setting forth the name and address of the assignor and the name and address of the assignee; a copy of the assignment, together with Schedules A and B; and a request that the court fix the amount of the assignee’s bond to be filed with the clerk of the court. This bond is subject to reconsideration upon the motion of any party in interest after notice and hearing. The bond is payable to the clerk of the court, in an amount not less than $25,000 or double the liquidation value of the unencumbered and liquid assets of the estate as set forth in Schedule B, whichever is higher, conditioned upon the assignee’s faithful discharge of her or his duties. Within 30 days after the court enters an order setting the amount of such bond, the assignee shall file the bond with the clerk of the court, who shall approve the bond.
(3) The court may determine proper compliance with Rule 1.200, Florida Rules of Civil Procedure, in an action filed under this chapter, including, but not limited to, scheduling a case management conference and requiring a periodic status report as warranted by the circumstances of the case.
History.—s. 4, ch. 87-174; s. 2, ch. 89-54; s. 29, ch. 91-110; s. 939, ch. 97-102; s. 17, ch. 98-246; s. 4, ch. 2007-185; s. 2, ch. 2013-244; s. 2, ch. 2023-219.