eLaws of Florida

  SECTION 605.1045. Articles of conversion.  


Latest version.
  • 1(1) 2After a plan of conversion is approved, articles of conversion signed by the converting entity must be delivered to the department for filing.
    25(2) 26The articles of conversion must contain the following:
    34(a) 35The name, jurisdiction of formation, and type of entity of the converting entity.
    48(b) 49The name, jurisdiction of formation, and type of entity of the converted entity.
    62(c) 63If the converting entity is a domestic limited liability company, a statement that the plan of conversion has been approved in accordance with ss. 87605.104188-89605.1046, 90or if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of formation and by each member of the converting entity who as a result of the conversion will have interest holder liability under s. 143605.1043(1)(b) 144and whose approval is required.
    149(d) 150If the converted entity is a domestic filing entity, the text of its public organic record, as an attachment.
    169(e) 170If the converted entity is a domestic limited liability partnership, the text of its statement of qualification, as an attachment.
    190(f) 191If the converted entity is a foreign entity that does not have a certificate of authority to transact business in this state, a mailing address to which the department may send any process served on the department pursuant to s. 231605.0117 232and chapter 48.
    235(g) 236A statement that the converted entity has agreed to pay to the members of any limited liability company with appraisal rights the amount to which such members are entitled under ss. 267605.1006 268and 269605.1061270-271605.1072272.
    273(h) 274The effective date of the conversion, if the effective date of the conversion is not the same as the date of filing of the articles of conversion, subject to the limitations contained in s. 308605.0207309.
    310(3) 311In addition to the requirements of subsection (2), articles of conversion may contain any other provision not prohibited by law.
    331(4) 332A conversion becomes effective when the articles of conversion become effective, unless the articles of conversion specify an effective time or a delayed effective date that complies with s. 361605.0207362.
    363(5) 364A copy of the articles of conversion, certified by the department, may be filed in the official records of any county in this state in which the converted entity holds an interest in real property.
History.-s. 2, ch. 2013-180.

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