1

A bill to be entitled

2

An act relating to business entities; amending s.

3

607.1109, F.S.; exempting a domestic corporation from the

4

requirement to file articles of merger under certain

5

circumstances; amending s. 607.1113, F.S.; exempting a

6

domestic corporation from the requirement to file a

7

certificate of conversion under certain circumstances;

8

amending s. 607.1115, F.S.; requiring that each converting

9

entity file a certificate of conversion with the

10

Department of State; amending s. 608.4382, F.S.; exempting

11

a domestic limited liability company from the requirement

12

to file a certificate of merger under certain

13

circumstances; amending s. 608.439, F.S.; including a

14

corporation within the definition of "other business

15

entity" or "another business entity"; requiring that each

16

converting entity file a certificate of conversion with

17

the department; amending s. 608.4403, F.S.; exempting a

18

limited liability company from the requirement to file a

19

certificate of conversion under certain circumstances;

20

amending s. 617.1108, F.S.; exempting a domestic

21

corporation not for profit from the requirement to file

22

articles of merger under certain circumstances; providing

23

for a copy of articles of merger or the certificate of

24

merger to be filed in each county in which real property

25

of a party to the merger is situated; amending s.

26

620.1406, F.S.; revising the requirements for general

27

partners with respect to exercising certain management

28

rights; providing that the expulsion of a limited partner

29

requires the consent of all of the other limited partners;

30

amending s. 620.2104, F.S.; requiring that a certificate

31

of conversion be signed by each general partner and by the

32

converting organization; exempting a limited partnership

33

from the requirement to file a certificate of conversion

34

if the partnership complies with certain other laws;

35

amending s. 620.2108, F.S.; providing certain exceptions

36

to the requirement that each constituent limited

37

partnership file articles of merger or a certificate of

38

merger with the Department of State; amending s. 620.2204,

39

F.S.; changing the date of application of provisions

40

authorizing a limited partner to dissociate from a limited

41

partnership; amending s. 620.8101, F.S.; redefining the

42

term "statement" to exclude a statement of merger;

43

amending s. 620.8105, F.S.; requiring that a registration

44

statement be filed with the department before filing a

45

certificate of conversion or a certificate of merger;

46

amending s. 620.81055, F.S.; providing that a filing fee

47

applies to a certificate of merger; amending s. 620.8911,

48

F.S.; clarifying that the term "organization" includes a

49

converted or surviving organization under certain

50

circumstances; amending s. 620.8914, F.S.; revising

51

certain requirements for conversions; exempting a

52

partnership from filing a certificate of conversion under

53

certain circumstances; providing that the certificate of

54

conversion acts as a cancellation of the registration

55

statement for a converting partnership; amending s.

56

620.8918, F.S.; exempting a constituent partnership from

57

filing a certificate of merger under certain

58

circumstances; requiring that such partnership file a

59

registration statement with the department if one is not

60

currently on file; amending ss. 621.06 and 621.10, F.S.;

61

revising terms related to qualifications to render

62

professional services; amending s. 621.13, F.S.;

63

eliminating provisions prohibiting mergers between

64

domestic and foreign professional corporations and limited

65

liability companies; amending s. 727.114, F.S.; providing

66

that the assignor be paid any residue if all creditors

67

have been paid in full; providing effective dates.

68

69

Be It Enacted by the Legislature of the State of Florida:

70

71

     Section 1.  Subsection (3) is added to section 607.1109,

72

Florida Statutes, to read:

73

     607.1109  Articles of merger.--

74

     (3) A domestic corporation is not required to file articles

75

of merger pursuant to subsection (1) if the domestic corporation

76

is named as a party or constituent organization in articles of

77

merger or a certificate of merger filed for the same merger in

78

accordance with s. 608.4382(1), s. 617.1108, s. 620.2108(3), or

79

s. 620.8918(1) and (2), and if the articles of merger or

80

certificate of merger substantially complies with the

81

requirements of this section. In such a case, the other articles

82

of merger or certificate of merger may also be used for purposes

83

of subsection (2).

84

     Section 2.  Subsection (3) is added to section 607.1113,

85

Florida Statutes, to read:

86

     607.1113  Certificate of conversion.--

87

     (3) A converting domestic corporation is not required to

88

file a certificate of conversion pursuant to subsection (1) if

89

the converting domestic corporation files a certificate of

90

conversion that substantially complies with the requirements of

91

this section pursuant to s. 608.439, s. 620.2104(1)(b), or s.

92

620.8914(1)(b) and contains the signatures required by this

93

chapter. In such a case, the other certificate of conversion may

94

also be used for purposes of subsection (2).

95

     Section 3.  Paragraph (a) of subsection (2) of section

96

607.1115, Florida Statutes, is amended to read:

97

     607.1115  Conversion of another business entity to a

98

domestic corporation.--

99

     (2)  Any other business entity may convert to a domestic

100

corporation if the conversion is permitted by the laws of the

101

jurisdiction that enacted the applicable laws governing the other

102

business entity and the other business entity complies with such

103

laws and the requirements of this section in effecting the

104

conversion. The other business entity shall file with the

105

Department of State in accordance with s. 607.0120:

106

     (a)  A certificate of conversion that has been executed in

107

accordance with s. 607.0120 and by the other business entity as

108

required by applicable law.

109

     Section 4.  Subsection (3) is added to section 608.4382,

110

Florida Statutes, to read:

111

     608.4382  Certificate of merger.--

112

     (3) A domestic limited liability company is not required to

113

file a certificate of merger pursuant to subsection (1) if the

114

domestic limited liability company is named as a party or

115

constituent organization in articles of merger or a certificate

116

of merger filed for the same merger in accordance with s.

117

607.1109(1), s. 617.1108, s. 620.2108(3), or s. 620.8918(1) and

118

(2), and if the articles of merger or certificate of merger

119

substantially complies with the requirements of this section. In

120

such a case, the other articles of merger or certificate of

121

merger may also be used for purposes of subsection (2).

122

     Section 5.  Subsection (1) and paragraph (a) of subsection

123

(2) of section 608.439, Florida Statutes, are amended to read:

124

     608.439  Conversion of certain entities to a limited

125

liability company.--

126

     (1)  As used in this section, the term "other business

127

entity" or "another business entity" means a corporation; a

128

common law or business trust or association; a real estate

129

investment trust; a general partnership, including a limited

130

liability partnership; a limited partnership, including a limited

131

liability limited partnership; or any other domestic or foreign

132

entity that is organized under a governing law or other

133

applicable law, provided such term shall not include a domestic

134

limited liability company.

135

     (2)  Any other business entity may convert to a domestic

136

limited liability company if the conversion is permitted by the

137

laws of the jurisdiction that enacted the statute or other

138

applicable law governing the other business entity and the other

139

business entity complies with such laws and the requirements of

140

this section in effecting the conversion. The other business

141

entity shall file with the Department of State in accordance with

142

s. 608.4081:

143

     (a)  A certificate of conversion that has been executed by

144

one or more authorized persons in accordance with s. 608.408, and

145

by the other business entity as required by applicable law.

146

     Section 6.  Subsection (3) is added to section 608.4403,

147

Florida Statutes, to read:

148

     608.4403  Certificate of conversion.--

149

     (3) A converting limited liability company is not required

150

to file a certificate of conversion pursuant to subsection (1) if

151

the converting limited liability company files a certificate of

152

conversion that substantially complies with the requirements of

153

this section pursuant to s. 607.1115, s. 620.2104(1)(b), or s.

154

620.8914(1)(b) and contains the signatures required by this

155

chapter. In such a case, the other certificate of conversion may

156

also be used for purposes of subsection (2).

157

     Section 7.  Section 617.1108, Florida Statutes, is amended

158

to read:

159

     617.1108  Merger of domestic corporation and other business

160

entities.--

161

     (1) Subject to s. 617.0302(16) and other applicable

162

provisions of this chapter, ss. 607.1108, 607.1109, and 607.11101

163

shall apply to a merger involving a corporation not for profit

164

organized under this act and one or more other business entities

165

identified in s. 607.1108(1).

166

     (2) A domestic corporation not for profit organized under

167

this chapter is not required to file articles of merger pursuant

168

to this section if the corporation not for profit is named as a

169

party or constituent organization in articles of merger or a

170

certificate of merger filed for the same merger in accordance

171

with s. 607.1109, s. 608.4382(1), s. 620.2108(3), or s.

172

620.8918(1) and (2). In such a case, the other articles of merger

173

or certificate of merger may also be used for purposes of

174

subsection (3).

175

     (3) A copy of the articles of merger or certificate of

176

merger, certified by the Department of State, may be filed in the

177

office of the official who is the recording officer of each

178

county in this state in which real property of a party to the

179

merger, other than the surviving entity, is situated.

180

     Section 8.  Subsections (3), (4), and (5) of section

181

620.1406, Florida Statutes, are amended to read:

182

     620.1406  Management rights of general partner; approval

183

rights of other partners.--

184

     (3)  In addition to the approval of the general partners

185

required by subsections (1) and (2), the approval of all limited

186

partners shall also be required in order to take any of the

187

actions under subsection (1) or subsection (2) with the exception

188

of a transaction described in paragraph (1)(e), a transaction

189

described in paragraph (1)(h), or a transaction described in

190

paragraph (1)(i).

191

     (4)  The approval of a plan of conversion under s. 620.2103

192

or a plan of merger under s. 620.2107 shall also require the

193

consent of the limited partners in the manner described therein.

194

     (5) The expulsion of a limited partner described in

195

paragraph (1)(e) shall also require the consent of all of the

196

other limited partners. A transaction described in paragraph

197

(1)(i) shall also require approval of limited partners owning a

198

majority of the rights to receive distributions as limited

199

partners at the time the consent is to be effective.

200

     Section 9.  Subsection (1) of section 620.2104, Florida

201

Statutes, is amended to read:

202

     620.2104  Filings required for conversion; effective date.--

203

     (1)  After a plan of conversion is approved:

204

     (a)  A converting limited partnership shall deliver to the

205

Department of State for filing a certificate of conversion,

206

signed by each general partner listed in the certificate of

207

limited partnership, and must include:

208

     1.  A statement that the limited partnership has been

209

converted into another organization.

210

     2.  The name and form of the organization and the

211

jurisdiction of its governing law.

212

     3.  The date the conversion is effective under the governing

213

law of the converted organization.

214

     4.  A statement that the conversion was approved as required

215

by this act.

216

     5.  A statement that the conversion was approved as required

217

by the governing law of the converted organization.

218

     6.  If the converted organization is a foreign organization

219

not authorized to transact business in this state, the street and

220

mailing address of an office which the Department of State may

221

use for the purposes of s. 620.2105(3).

222

     (b)  If the converting organization is not a converting

223

limited partnership, the converting organization shall deliver to

224

the Department of State for filing:

225

     1.  A certificate of limited partnership containing the

226

information required by s. 620.1201, signed by each general

227

partner as required by s. 620.1204(1)(a).

228

     2. A certificate of conversion, signed by each general

229

partner listed in the certificate of limited partnership

230

submitted in accordance with subparagraph 1. and by the

231

converting organization as required by applicable law, which

232

certificate of conversion must include:

233

     a.  A statement that the limited partnership was converted

234

from another organization.

235

     b.  The name and form of the converting organization and the

236

jurisdiction of its governing law.

237

     c.  A statement that the conversion was approved as required

238

by this act.

239

     d.  A statement that the conversion was approved in a manner

240

that complied with the converting organization's governing law.

241

     (c) A converting limited partnership is not required to

242

file a certificate of conversion pursuant to paragraph (a) if the

243

converting limited partnership files a certificate of conversion

244

that substantially complies with the requirements of this section

245

pursuant to s. 607.1115, s. 608.439, or s. 620.8914(1)(b) and

246

contains the signatures required by this chapter. In such a case,

247

the other certificate of conversion may also be used for purposes

248

of s. 620.2105(4).

249

     Section 10.  Subsection (3) of section 620.2108,

250

Florida Statutes, is amended to read:

251

     620.2108  Filings required for merger; effective date.--

252

     (3)  Each constituent limited partnership shall deliver the

253

certificate of merger for filing in the Department of State,

254

unless the constituent limited partnership is named as a party or

255

constituent organization in articles of merger or a certificate

256

of merger filed for the same merger in accordance with s.

257

607.1109(1), s. 608.4382(1), s. 617.1108, or s. 620.8918(1) and

258

(2), and such articles of merger or certificate of merger

259

substantially complies with the requirements of this section. If

260

such circumstances exist, the other articles of merger or

261

certificate of merger may also be used for purposes of s.

262

620.2109(3).

263

     Section 11.  Paragraph (c) of subsection (3) of section

264

620.2204, Florida Statutes, is amended to read:

265

     620.2204  Application to existing relationships.--

266

     (3)  With respect to a limited partnership formed before

267

January 1, 2006, the following rules apply except as the partners

268

otherwise elect in the manner provided in the partnership

269

agreement or by law for amending the partnership agreement:

270

     (c)  The provisions of ss. 620.1601 and 620.1602 do not

271

apply and a limited partner has the same right and power to

272

dissociate from the limited partnership, with the same

273

consequences, as existed immediately before January 1, 2006 July

274

1, 2005.

275

     Section 12.  Subsection (15) of section 620.8101, Florida

276

Statutes, is amended to read:

277

     620.8101  Definitions.--As used in this act, the term:

278

     (15)  "Statement" means a statement of partnership authority

279

under s. 620.8303, a statement of denial under s. 620.8304, a

280

statement of dissociation under s. 620.8704, a statement of

281

dissolution under s. 620.8805, a statement of merger under s.

282

620.8918, a statement of qualification under s. 620.9001, a

283

statement of foreign qualification under s. 620.9102, or an

284

amendment or cancellation of any of the foregoing.

285

     Section 13.  Subsection (4) of section 620.8105, Florida

286

Statutes, is amended to read:

287

     620.8105  Execution, filing, and recording of partnership

288

registration and other statements.--

289

     (4)  Except as provided in s. 620.8304 or s. 620.8704, a

290

statement or a certificate of conversion or certificate of merger

291

may be filed with the Department of State only if the partnership

292

has filed a registration statement pursuant to subsection (1).  

293

If otherwise sufficient, a certified copy of a statement that is

294

filed in a jurisdiction other than this state may be filed with

295

the Department of State in lieu of an original statement.  Any

296

such filing has the effect provided in this act with respect to

297

partnership property located in, or transactions that occur in,

298

this state.

299

     Section 14.  Paragraph (i) of subsection (1) of section

300

620.81055, Florida Statutes, is amended to read:

301

     620.81055  Fees for filing documents and issuing

302

certificates; powers of the Department of State.--

303

     (1)  The Department of State shall collect the following

304

fees when documents authorized by this act are delivered to the

305

Department of State for filing:

306

     (i) Certificate Statement of merger for each party thereto:

307

$25.

308

     Section 15.  Subsection (7) of section 620.8911, Florida

309

Statutes, is amended to read:

310

     620.8911  Definitions.--As used in this section and ss.

311

620.8912-620.8923:

312

     (7)  "Organization" means a corporation; general

313

partnership, including a limited liability partnership; limited

314

partnership, including a limited liability limited partnership;

315

limited liability company; common law or business trust or

316

association; real estate investment trust; or any other person

317

organized under a governing law or other applicable law, provided

318

such term shall not include an organization that is not organized

319

for profit, unless the not-for-profit organization is the

320

converted organization in a conversion or the surviving

321

organization in a conversion or a merger governed by this act.

322

The term includes both domestic and foreign organizations.

323

     Section 16.  Section 620.8914, Florida Statutes, is amended

324

to read:

325

     620.8914  Filings required for conversion; effective date.--

326

     (1)  After a plan of conversion is approved:

327

     (a)  A converting partnership shall deliver to the

328

Department of State for filing a statement of registration

329

statement in accordance with s. 620.8105, if such statement was

330

not previously filed, and a certificate of conversion, in

331

accordance with s. 620.8105, which must include:

332

     1.  A statement that the partnership has been converted into

333

another organization.

334

     2.  The name and form of the organization and the

335

jurisdiction of its governing law.

336

     3.  The date the conversion is effective under the governing

337

law of the converted organization.

338

     4.  A statement that the conversion was approved as required

339

by this act.

340

     5.  A statement that the conversion was approved as required

341

by the governing law of the converted organization.

342

     6.  If the converted organization is a foreign organization

343

not authorized to transact business in this state, the street and

344

mailing address of an office which the Department of State may

345

use for the purposes of s. 620.8915(3).

346

     (b)  In the case of a converting organization converting

347

into a partnership to be governed by this act, the converting

348

organization shall deliver to the Department of State for filing:

349

     1. A certificate of registration statement in accordance

350

with s. 620.8105.

351

     2.  A certificate of conversion, in accordance with s.

352

620.8105, signed by a general partner of the partnership in

353

accordance with s. 620.8105(6) and by the converting organization

354

as required by applicable law, which certificate of conversion

355

must include:

356

     a.  A statement that the partnership was converted from

357

another organization.

358

     b.  The name and form of the converting organization and the

359

jurisdiction of its governing law.

360

     c.  A statement that the conversion was approved as required

361

by this act.

362

     d.  A statement that the conversion was approved in a manner

363

that complied with the converting organization's governing law.

364

     e.  The effective time of the conversion, if other than the

365

time of the filing of the certificate statement of conversion.

366

367

A converting domestic partnership is not required to file a

368

certificate of conversion pursuant to paragraph (a) if the

369

converting domestic partnership files a certificate of conversion

370

that substantially complies with the requirements of this section

371

pursuant to s. 607.1115, s. 608.439, or s. 620.2104(1)(b) and

372

contains the signatures required by this chapter. In such a case,

373

the other certificate of conversion may also be used for purposes

374

of s. 620.8915(4).

375

     (2)  A conversion becomes effective:

376

     (a)  If the converted organization is a partnership, at the

377

time specified in the plan of conversion or the certificate of

378

conversion, which may be as of or after the time of the filing of

379

the certificate of conversion, and, if the certificate of

380

conversion does not contain such an effective time, the effective

381

time shall be upon the filing of the certificate of conversion

382

with the Department of State. However, provided, if the

383

certificate has a delayed effective date, the certificate may not

384

be effective any later than the 90th day after the date it was

385

filed and provided further, the effective date may shall not be

386

any earlier than the effective date of the statement of

387

registration statement filed with the Department of State for the

388

partnership in accordance with s. 620.8105.

389

     (b)  If the converted organization is not a partnership, as

390

provided by the governing law of the converted organization.

391

392

A certificate of conversion acts as a cancellation of any

393

registration statement for a converting partnership for purposes

394

of s. 620.8105, and the cancellation shall be deemed filed upon

395

the effective date of the conversion.

396

     Section 17.  Subsections (3), (4), and (5) of section

397

620.8918, Florida Statutes, are amended to read:

398

     620.8918  Filings required for merger; effective date.--

399

     (3) Each domestic constituent partnership shall deliver the

400

certificate of merger for filing with to the Department of State,

401

unless the domestic constituent partnership is named as a party

402

or constituent organization in articles of merger or a

403

certificate of merger filed for the same merger in accordance

404

with s. 607.1109(1), s. 608.4382(1), s. 617.1108, or s.

405

620.2108(3). The articles of merger or certificate of merger must

406

substantially comply with the requirements of this section. In

407

such a case, the other articles of merger or certificate of

408

merger may also be used for purposes of s. 620.8919(3). Each

409

domestic constituent partnership in the merger shall also file a

410

registration statement in accordance with s. 620.8105(1) if it

411

does not have a currently effective registration statement filed

412

with the Department of State. for filing a statement of

413

registration in accordance with s. 620.8105, if such statement

414

was not previously filed, and a certificate of merger in

415

accordance with s. 620.8105.

416

     (4)  A merger becomes effective under this act:

417

     (a)  If the surviving organization is a partnership, at the

418

time specified in the plan of merger or the certificate of

419

merger, which may be as of or after the time of the filing of the

420

certificate of merger, and, if the certificate of merger does not

421

contain such an effective time, the effective time shall be upon

422

the filing of the certificate statement of merger with the

423

Department of State. However, provided, if the certificate has a

424

delayed effective date, the certificate may not be effective any

425

later than the 90th day after the date it was filed, and provided

426

further, the effective date may shall not be any earlier than the

427

effective date of the statement of registration statement filed

428

with the Department of State for the partnership in accordance

429

with s. 620.8105.

430

     (b)  If the surviving organization is not a partnership, as

431

provided by the governing law of the surviving organization.

432

     (5) A certificate of merger acts shall act as a

433

cancellation of any statement of registration statement for

434

purposes of s. 620.8105 for a partnership that is a party to the

435

merger that is not the surviving organization, which cancellation

436

shall be deemed filed upon the effective date of the merger.

437

     Section 18.  Section 621.06, Florida Statutes, is amended to

438

read:

439

     621.06  Rendition of professional services, limitations.--No

440

corporation or limited liability company organized under this act

441

may render professional services except through its members,

442

officers, employees, and agents who are duly licensed or

443

otherwise legally authorized to render such professional services

444

within this state; provided, however, this provision shall not be

445

interpreted to include in the term "employee," as used herein,

446

clerks, secretaries, bookkeepers, technicians, and other

447

assistants who are not usually and ordinarily considered by

448

custom and practice to be rendering professional services to the

449

public for which a license or other legal authorization is

450

required; and provided further, that nothing contained in this

451

act shall be interpreted to require that the right of an

452

individual to be a shareholder of a corporation or a member of a

453

limited liability company organized under this act, or to

454

organize such a corporation or limited liability company, is

455

dependent upon the present or future existence of an employment

456

relationship between him or her and such corporation or limited

457

liability company, or his or her present or future active

458

participation in any capacity in the production of the income of

459

such corporation or limited liability company or in the

460

performance of the services rendered by such corporation or

461

limited liability company.

462

     Section 19.  Section 621.10, Florida Statutes, is amended to

463

read:

464

     621.10  Disqualification of member, shareholder, officer,

465

agent, or employee; administrative dissolution.--If any member,

466

officer, shareholder, agent, or employee of a corporation or

467

limited liability company organized under this chapter who has

468

been rendering professional service to the public becomes legally

469

disqualified to render such professional services within this

470

state or accepts employment that, pursuant to existing law,

471

places restrictions or limitations upon that person's continued

472

rendering of such professional services, that person shall sever

473

all employment with, and financial interests in, such corporation

474

or limited liability company forthwith. A corporation's or

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limited liability company's failure to require compliance with

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this provision shall constitute a ground for the judicial

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dissolution of the corporation or limited liability company. When

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a corporation's or limited liability company's failure to comply

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with this provision is brought to the attention of the Department

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of State, the department forthwith shall certify that fact to the

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Department of Legal Affairs for appropriate action to dissolve

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the corporation or limited liability company.  

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     Section 20.  Subsections (3) and (4) of section 621.13,

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Florida Statutes, are amended to read:

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     621.13  Applicability of chapters 607 and 608.--

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     (3) A professional corporation or limited liability company

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organized under this act shall exchange shares or merge only with

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other domestic professional corporations or limited liability

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companies organized under this act to render the same specific

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professional service, and a merger or consolidation with any

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foreign corporation or limited liability company is prohibited.

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     (3)(4) A professional corporation or limited liability

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company heretofore or hereafter organized under this act may

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change its business purpose from the rendering of professional

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service to provide for any other lawful purpose by amending its

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certificate of incorporation in the manner required for an

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original incorporation under chapter 607 or by amending its

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certificate of organization in the manner required for an

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original organization under chapter 608. However, such an

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amendment, when filed with and accepted by the Department of

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State, shall remove such corporation or limited liability company

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from the provisions of this chapter including, but not limited

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to, the right to practice a profession. A change of business

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purpose shall not have any effect on the continued existence of

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the corporation or limited liability company.

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     Section 21.  Effective upon this act becoming a law,

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subsection (4) is added to section 727.114, Florida Statutes, to

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read:

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     727.114  Priority of claims.--Allowed claims shall receive

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distribution under this chapter in the following order of

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priority and, with the exception of paragraph (1)(a), on a pro

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rata basis:

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     (4) If all of the creditors listed in subsections (1)-(3)

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have been paid in full, any residue shall be paid to the

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assignor.

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     Section 22.  Except as otherwise expressly provided in this

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act and except for this section, which shall take effect upon

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becoming a law, this act shall take effect July 1, 2008.