2012 Florida Statutes
Conversion of certain entities to a limited liability company.
Conversion of certain entities to a limited liability company.
608.439 Conversion of certain entities to a limited liability company.—
(1) As used in this section, the term “other business entity” or “another business entity” means a corporation; a common law or business trust or association; a real estate investment trust; a general partnership, including a limited liability partnership; a limited partnership, including a limited liability limited partnership; or any other domestic or foreign entity that is organized under a governing law or other applicable law, provided such term shall not include a domestic limited liability company.
(2) Any other business entity may convert to a domestic limited liability company if the conversion is permitted by the laws of the jurisdiction that enacted the statute or other applicable law governing the other business entity and the other business entity complies with such laws and the requirements of this section in effecting the conversion. The other business entity shall file with the Department of State in accordance with s. 608.4081:
(a) A certificate of conversion that has been executed by one or more authorized persons in accordance with s. 608.408, and by the other business entity as required by applicable law.
(3) The certificate of conversion to a limited liability company shall state:
(a) The date on which and jurisdiction in which the other entity was first organized and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic limited liability company.
(b) The name of the other entity immediately prior to the filing of the certificate of conversion.
(c) The name of the limited liability company as set forth in its articles of organization filed in accordance with subsection (2).
(d) Subject to the limitations in s. 608.409(2), the delayed effective date or time (which shall be a date or time certain) of the conversion to a limited liability company if it is not to be effective upon the filing of the certificate of conversion and the articles of organization, provided such delayed effective date and time may not be different than the effective date of the articles of organization.
(4) Upon the filing in the Department of State of the certificate of conversion to a limited liability company and the articles of organization or upon the delayed effective date or time of the certificate of conversion and the articles of organization, the other entity shall be converted into a domestic limited liability company and the limited liability company shall thereafter be subject to all of the provisions of this chapter, except that notwithstanding s. 608.409, the existence of the limited liability company shall be deemed to have commenced when the other entity commenced its existence in the jurisdiction in which the other entity was first organized.
(5) The conversion of any other entity into a domestic limited liability company shall not affect any obligations or liabilities of the other entity incurred prior to its conversion into a domestic limited liability company or the personal liability of any person incurred prior to such conversion.
(6) When any conversion becomes effective under this section, for all purposes of the laws of this state, all of the rights, privileges, and powers of the other entity that has converted, and all property, real, personal, and mixed, and all debts due to such other entity, as well as all other things and causes of action belonging to such other entity, shall be vested in the domestic limited liability company into which it was converted and shall thereafter be the property of the domestic limited liability company as they were of the other entity that has converted, and the title to any real property vested by deed or otherwise in such other entity shall not revert or be in any way impaired by reason of this chapter, but all rights of creditors and all liens upon any property of such other entity shall be preserved unimpaired, and all debts, liabilities, and duties of the other entity that has converted shall thenceforth attach to the domestic limited liability company and may be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it.
(7) Unless otherwise agreed, or as required under applicable non-Florida law, the converting entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not constitute a dissolution of the converting entity and shall constitute a continuation of the existence of the converting entity in the form of a domestic limited liability company.
(8) Prior to filing a certificate of conversion with the Department of State, the conversion shall be approved in the manner provided for by the document, instrument, agreement, or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and the articles of organization or operating agreement shall be approved by the same authorization required to approve the conversion. As part of such an approval, a plan of conversion or other record may describe the manner and basis of converting the shares, partnership interests, limited liability company interests, obligations, or securities of, or other interests in, the other business entity which is to be converted, or any rights to acquire any such shares, interests, obligations, or other securities, into limited liability company interests, obligations, or other securities of the domestic limited liability company, or rights to acquire interests, obligations, or other securities, or, in whole or in part, into cash or other consideration. Such a plan or other record may also contain other provisions relating to the conversion, including without limitation the right of the other business entity to abandon a proposed conversion, or an effective date for the conversion that is not inconsistent with paragraph (3)(d).
(9) The provisions of this section shall not be construed to limit the accomplishment of a change in the law governing, or the domicile of, any other entity to this state by any other means provided for in the articles of organization or operating agreement or other agreement or as otherwise permitted by law, including by the amendment of the articles of organization or operating agreement or other agreement.
History.—s. 1, ch. 99-315; s. 11, ch. 2005-267; s. 5, ch. 2008-187.